<PAGE>   1
                                                                     EXHIBIT 1.2



The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, 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
announcement.

(Incorporated in the Cayman Islands with limited liability)


DISCLOSEABLE TRANSACTION


SUMMARY

The Company through its wholly owned subsidiaries participated in Junghans by
acquiring 100% shares in the issued share capital of Junghans and assumption of
the entire loan in the principal amount of approximately DM120.7 million due
from Junghans. The aggregate investment cost (including, but not limited to, the
consideration for 100% issued shares in Junghans, the loan and assumption of
certain liabilities and guarantees) amounted to approximately HK$304 million and
had been negotiated on an arm's length basis.

The Transaction constitutes a discloseable transaction of the Company under
the Listing Rules. A circular containing, inter alia, details of the Transaction
will be despatched to the Shareholders as soon as practicable.


ACQUISITION AGREEMENT DATED 27TH OCTOBER, 2000

Parties:

Vendor -

Diehl Stiftung & Co. together with its beneficiaries, an independent third party
not connected with the Directors, chief executive and substantial shareholder of

<PAGE>   2

the Company and any of its subsidiaries or their respective associates (as
defined in the Listing Rules)

Purchaser -

EDG, a wholly owned subsidiary of the Company

Assets Acquired:

100% fully paid shares having a nominal value of DM10 million (approximately
HK$35 million) in the issued share capital of Junghans


DEED OF ASSIGNMENT OF LOAN DATED 2ND NOVEMBER, 2000

Parties:

Assignor -

MCS together with its beneficiaries, a creditor to Junghans, an independent
third party not connected with the Directors, chief executive and substantial
shareholder of the Company and any of its subsidiaries or their respective
associates (as defined in the Listing Rules)

Assignee -

Vision, a wholly owned subsidiary of the Company

Assets Acquired:

100% interest in a loan in the principal amount of approximately DM120.7 million
(approximately HK$422.5 million) due from Junghans


DEED OF ASSIGNMENT OF OPTION DATED 2ND NOVEMBER, 2000

Parties:

Assignor -

MCS

Assignee -

Vision
<PAGE>   3

Assets Acquired:

100% interest in an option entitling the holder thereof the right to acquire 49%
issued shares in the issued share capital of Junghans

On 27th October, 2000, EDG granted the Option to MCS at a nominal consideration.
The Option is exercisable at a price equivalent to DM9,800,000 plus an amount
equal to 49% of the financial obligations covered by the guarantees and comfort
letters provided by the Group as at the date of the exercise of the Option,
payable in cash. The Option is exerciseable on or before 31st October, 2001.

The net effect of the Deed of Assignment of Option is to cancel the option
granted to MCS thereby entitling EDG to acquire 100% interest in the issued
share capital of Junghans. No consideration is involved in the assignment of the
option.


CONSIDERATION AND FUNDING

The aggregate investment cost (including, but not limited to, the consideration
for the 100% issued shares in Junghans, the loan in the principal amount of
approximately DM120.7 million due from Junghans and assumption of certain
liabilities and guarantees) amounted to approximately HK$304 million. The amount
of liabilities and guarantees are related to bank guarantees to the extent of
DM18.0 million (approximately HK$63.0 million) provided by Diehl Stiftung & Co.
for securing banking facilities in favour of Junghans and its subsidiaries. The
purchase price was agreed on normal commercial terms after arm's length
negotiation with reference to the assets value of Junghans of approximately
DM9.6 million (approximately HK$33.6 million) (taking into account the loan),
the intangible value of the Junghans trademark, the radio-controlled and solar
technology as well as the related know-how in the industry, and the enterprise
value of Junghans. The book value of Junghans trademark as reflected in the
accounts of Junghans is nominal. The Transaction will be financed by the
internal resources of the Group.


INFORMATION ON JUNGHANS

Junghans is a company incorporated in Germany with limited liability. Its
headquarters is situated in Schramberg, Germany, and has a production base in
Seebach, Germany. In addition, it has its own operating presence in Austria,
Switzerland, Italy, United Kingdom and Hong Kong.

Junghans was founded in 1861 and is engaged in the design, manufacture and
distribution of watches and clocks. Junghans owns two internationally renowned
brands, Junghans and Eurochron . The brand Junghans is a well-established
timepiece brandname and has high awareness in Germany, respectively Europe.

Junghans is prominent for its innovative ability in the world's timepiece
market. Continuous technological innovations in the field of movements have been
pursued, which includes, the development of the world's first quartz wristwatch
in 1970, the first radio-controlled wristwatch in 1989, and the latest world
first, "Integral" -- the first stainless steel radio-controlled watch with
antenna integrated in the movement. Junghans is also the pioneer in the use of
materials for watches such as ceramic and carbon. This impressive record of

<PAGE>   4
innovation is reflected in an unparalleled product range, extending from
exclusive radio-controlled watches to solar and quartz models. Its product range
focuses on the radio-controlled, solar and quartz watches and clocks.

According to an independent market survey in Germany, Junghans was ranked number
1 by turnover value in Germany in 1999 and achieved a 9.8% market share in the
quartz analogue watch segment. Junghans also recorded a market share of 7.9% in
terms of turnover value in the lady wrist watch segment and was ranked number 3
in 1999 in Germany in this regard. By turnover in value, Junghans has over 60%
market share in the radio-controlled and solar quartz analogue timepiece segment
in Germany in 1999.

Among others, Junghans is involved in the application of Octopus technology to
timepiece, which has been introduced to encouraging response in Hong Kong. It is
in the process of extending such technology to other jurisdictions and widening
its application from public transports to other segments in daily life.

The unaudited consolidated net profits before and after taxation of Junghans for
the year ended 31st December, 1999 were approximately DM7.7 million
(approximately HK$27.0 million) and DM6.6 million (approximately HK$23.1
million) respectively. For the year ended 31st December, 1998, the unaudited
consolidated loss before and after taxation were approximately DM16.7 million
(approximately HK$58.5 million) and DM16.8 million (approximately HK$58.8
million) respectively.


REASONS FOR THE TRANSACTION

The Group is principally engaged in the design, manufacture and distribution of
timepiece, jewellery, leather and optical products under owned and licensed
brandnames including Amaretta, Bulova, Carrera, Dugena, Esprit, Ferrano,
Goldpfeil, Kazto, Pierre Cardin and Speidel.

With the recent technological development in the timepiece industry, the
Directors believe that the participation in Junghans complements the Group's
core business in terms of securing the advanced radio-controlled and solar
technology for the distribution of high technology quality timepieces and
widening the distribution network.

In addition, the participation in Junghans should help enlarge the lady wrist
watch collection of the Group. With the 1980's glamorous and deluxe attire
revisiting the fashion industry in the 21st century, this segment is expected to
enjoy stronger growth.

For the year ended 31 December, 1999, Junghans recorded consolidated turnover of
approximately DM157.8 million (approximately HK$552.3 million), representing
approximately 48% of the timepiece turnover of the Group of approximately
HK$1,143 million in the same year, and gross profits of approximately DM69.6
million (approximately 243.6 million). It is expected that the participation in
Junghans would substantially enlarge the Group's turnover and should bring
direct profit contribution to the Group in line with the Group's current
operating margin of 10% for its timepiece division.
<PAGE>   5

The renowned long-established trademarks of Junghans and Eurochron enriches the
brandname portfolio of the Group. Being the largest manufacturer of clocks in
Germany, the participation in and integration of Junghans into the timepiece
operations of the Group should further enhance the Group's competency in the
clock business globally.

The Transaction entitles the Group to 100% interest in the issued share capital
of Junghans and right to the loan in the principal amount of approximately
DM120.7 million due from Junghans.

The Directors consider that the terms of the Transaction are on normal
commercial terms and the aggregate purchase consideration is fair and reasonable
as far as the Shareholders are concerned.


GENERAL

The Transaction constitutes a discloseable transaction of the Company under the
Listing Rules. A circular containing, inter alia, details of the Transaction
will be despatched to the Shareholders as soon as practicable. Details of the
Transaction will also be disclosed as required under the Listing Rules in the
Company's next published annual report and accounts. Definitions

"Company" EganaGoldpfeil (Holdings) Limited

"Directors" the directors of the Company

"DM" Deutschmarks, the legal currency of Germany

"EDG" Egana Deutschland GmbH, a company incorporated in Germany with limited
liability

"Group" the Company, together with its subsidiaries

"HK$" Hong Kong Dollars, the legal currency of Hong Kong

"Junghans" Junghans Uhren GmbH

"Listing Rules" Rules Governing the Listing of Securities on Stock Exchange

"MCS" MCS Unternehmensbeteiligungen GmbH, a company incorporated in Vienna,
Austria, with limited liability

"Shareholders" the shareholders of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Transaction" the acquisition of 100% interest in Junghans and its subsidiaries
including the loan in the principal amount of approximately DM120.7 million, the
option to acquire 49% issued shares in the issued share capital of Junghans and
assumption of certain liabilities and guarantees

"Vision" Vision Top Limited, a company incorporated in the British Virgin
Islands with limited liability
<PAGE>   6
By Order of the Board


Hans-Joerg SEEBERGER
Chairman and Chief Executive


Hong Kong, 2nd November, 2000
<PAGE>   7
        THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


17th November, 2000

{}If you are in any doubt about this circular or as to the action to be taken,
you should consult your stockbroker or registered dealer in securities, bank
manager, solicitor, professional accountant or other professional advisor.

If you have sold all your shares of EganaGoldpfeil (Holdings) Limited, you
should at once hand this circular to the purchaser or to the bank, stockbroker
or other agent through whom the sale was effected for transmission to the
purchaser.

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 however arising from
or in reliance upon the whole or any part of the contents of this circular.

App.1B(1)

(Incorporated in the Cayman Islands with limited liability)

14.16(7)(2)

DISCLOSEABLE TRANSACTION


CONTENTS

Page

Definitions

1

Letter from the Chairman and Chief Executive I.

Introduction

<PAGE>   8
2

II.

The Agreements

3

III.

Consideration and Funding

4

IV.

Information on Junghans

4

V.

Reasons for the Transaction

5

VI.

Financial Effect of the Transaction

6

VII.

General

7

VIII.

Additional Information

7    Appendix

--

General Information

8

DEFINITIONS
<PAGE>   9

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

"Company" EganaGoldpfeil (Holdings) Limited, a company incorporated in the
Cayman Islands with limited liability whose shares are listed on the Stock
Exchange

"Directors" the directors of the Company

"DM" Deutschmarks, the legal currency of Germany

"EDG" Egana Deutschland GmbH, a company incorporated in Germany with limited
liability

"Group" the Company and its subsidiaries

"HK$" or "$" Hong Kong dollars, the legal currency of Hong Kong

"Junghans" Junghans Uhren GmbH, a private company incorporated in Germany with
limited liability

"Latest Practicable Date" 16th November, 2000, being the latest practicable date
for ascertaining certain information herein prior to the printing of this
circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange

"MCS" MCS Unternehmensbeteiligungen GmbH, a private company incorporated in
Vienna, Austria, with limited liability

"SDI Ordinance" the Securities (Disclosure of Interests) Ordinance (Chapter 396
of the laws of Hong Kong)

"Share(s)" share(s) of HK$0.10 each in the capital of the Company

"Shareholder(s)" registered holder(s) of Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Transaction" the acquisition of 100% interest in Junghans and its subsidiaries
including the loan in the principal amount of approximately DM120,700,000, the
option to acquire 49% issued shares in the issued share capital of Junghans and
assumption of certain liabilities and guarantees

"Vision" Vision Top Limited, a company incorporated in the British Virgin
Islands with limited liability

LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE
<PAGE>   10
App.1B(1)

(Incorporated in the Cayman Islands with limited liability)

Directors:

Hans-Joerg SEEBERGER

(Chairman and Chief Executive)

Peter Ka Yue LEE Michael Richard POIX Dr. Goetz Reiner WESTERMEYER* Professor
Udo GLITTENBERG* David Wai Kwong WONG*

Registered office:

P.O. Box 1787 2nd Floor, One Capital Place Grand Cayman Cayman Islands British
West Indies

* Independent non-executive directors

Principal place of business:

Block C, 11th Floor Hong Kong Industrial Centre 489-491 Castle Peak Road Cheung
Sha Wan Kowloon, Hong Kong

17th November, 2000

To the Shareholders

Dear Sir or Madam,
<PAGE>   11

14.16(7)(2)

DISCLOSEABLE TRANSACTION

I.

INTRODUCTION

It was announced on 2nd November, 2000 that the Company through its wholly owned
subsidiaries participated in Junghans by acquiring 100% shares in the issued
share capital of Junghans and a loan in the principal amount of approximately
DM120,700,000 due from Junghans. The aggregate investment cost (including, but
not limited to, the consideration for the 100% issued shares in Junghans, the
loan and assumption of certain liabilities and guarantees) amounted to
approximately HK$304,000,000.

The Transaction constitutes a discloseable transaction of the Company under the
Listing Rules.

The purpose of this circular is to provide you with further information in
relation to the participation in Junghans and certain information on the Group
in compliance with the requirements of the Listing Rules. II.

THE AGREEMENTS

14.16(7)(1) Acquisition Agreement dated 27th October, 2000

Parties:

Vendor - Diehl Stiftung & Co. together with its beneficiaries, an independent
third party not connected with the Directors, chief executive and substantial
shareholder of the Company and any of its subsidiaries or their respective
associates (as defined in the Listing Rules)

Purchaser -

EDG, a wholly owned subsidiary of the Company

Asset Acquired:

14.16(7)(3) 14.16(7)(6) 100% fully paid shares having a nominal value of
DM10,000,000 (approximately HK$35,000,000) in the issued share capital of
Junghans

14.16(7)(1) Deed of Assignment of Loan dated 2nd November, 2000 Parties:

Assignor - MCS together with its beneficiaries, a creditor of Junghans, an
independent third party not connected with the Directors, chief executive and

<PAGE>   12
substantial shareholder of the Company and any of its subsidiaries or their
respective associates (as defined in the Listing Rules)

Assignee -

Vision, a wholly owned subsidiary of the Company

Asset Acquired:

14.16(7)(3) 14.16(7)(6) 100% interest in a loan in the principal amount of
approximately DM120,700,000 (approximately HK$422,500,000) due from Junghans

14.16(7)(1) Deed of Assignment of Option dated 2nd November, 2000 Parties:

Assignor - MCS

Assignee -

Vision

Asset Acquired:

14.16(7)(3) 14.16(7)(6) 100% interest in an option entitling the holder thereof
the right to acquire 49% issued shares in the issued share capital of Junghans
On 27th October, 2000, EDG granted the option to MCS at a nominal consideration.
The option is exercisable at a price equivalent to DM9,800,000 plus an amount
equal to 49% of the financial obligations covered by the guarantees and comfort
letters provided by the Group as at the date of the exercise of the option,
payable in cash. The option is exercisable on or before 31st October, 2001.

14.16(9) Having regard to the potential benefits of the Transaction, the
Directors considered that securing a 100% interest in Junghans would be
essential with a view to providing full autonomy and flexibility in devising
business and marketing strategy for the enlarged group. The effect of the Deed
of Assignment of Option is to cancel the option granted to MCS, thereby
entitling EDG to secure 100% interest in the issued share capital of Junghans.
No consideration is involved in the assignment of the option. III.

CONSIDERATION AND FUNDING

14.16(7)(5) The aggregate investment cost (including, but not limited to, the
consideration for the 100% issued shares in Junghans, the loan in the principal
amount of approximately DM120,700,000 due from Junghans and assumption of
certain liabilities and guarantees) amounted to approximately HK$304,000,000,
payable in cash on or before 14th November, 2000. The amount of liabilities and
guarantees are related to bank guarantees to the extent of DM18,000,000
(approximately HK$63,000,000) provided by Diehl Stiftung & Co. for securing
banking facilities in favour of Junghans and its wholly owned subsidiaries.

14.16(7)(7) The purchase price was agreed on normal commercial terms after arm's
length negotiation with reference to the assets value of Junghans of
approximately DM9,600,000 (approximately HK$33,600,000) (taking into account the
loan), the intangible value of the Junghans and Eurochron trademarks, the

<PAGE>   13
radio-controlled and solar technology as well as the related know-how in the
industry, and the enterprise value of Junghans. The fair value of the trademarks
have not yet been reflected in the accounts of Junghans.

The Transaction has been financed by the internal resources of the Group and was
completed as of 2nd November, 2000.

14.16(7)(3) IV.

INFORMATION ON JUNGHANS

Junghans is a company incorporated in Germany with limited liability. Its
headquarters is situated in Schramberg, Germany, and has a production base in
Seebach, Germany. In addition, it has its own operating presence in Austria,
Switzerland, Italy, United Kingdom and Hong Kong.

Junghans was founded in 1861 and is engaged in the design, manufacture and
distribution of watches and clocks. Junghans owns two internationally renowned
brands, Junghans and Eurochron. The brand Junghans is a well-established
timepiece brandname and has high awareness in Germany, respectively Europe.

Junghans is prominent for its innovative ability in the world's timepiece
market. Continuous technological innovations in the field of movements have been
pursued, which includes, the development of the world's first quartz wristwatch
in 1970, the first radio-controlled wristwatch in 1989, and the latest world
first, "Integral" -- the first stainless steel radio-controlled watch with
antenna integrated in the movement. Junghans is also the pioneer in the use of
materials for watches such as ceramic and carbon. This impressive record of
innovation is reflected in an unparalleled product range, extending from
exclusive radio-controlled watches to solar and quartz models. Its product range
focuses on the radio-controlled, solar and quartz watches and clocks.

According to an independent market survey in Germany, Junghans was ranked number
1 by turnover value in Germany in 1999 and achieved a 9.8% market share in the
quartz analogue watch segment. Junghans also recorded a market share of 7.9% in
terms of turnover value in the lady wristwatch segment and was ranked number 3
in 1999 in Germany. By turnover in value, Junghans has over 60% market share in
the radio-controlled and solar quartz analogue timepiece segment in Germany in
1999.

Among others, Junghans is involved in the application of Octopus technology to
timepiece, which has been introduced to encouraging response in Hong Kong. It is
in the process of extending such technology to other jurisdictions and widening
its application from public transports to other segments in daily life.

14.16(7)(8)

The unaudited consolidated net profits before and after taxation of Junghans for
the year ended 31st December, 1999 were approximately DM7,700,000 (approximately
HK$27,000,000) and DM6,600,000 (approximately HK$23,100,000) respectively. For
the year ended 31st December, 1998, the unaudited consolidated loss before and
after taxation were approximately DM16,700,000 (approximately HK$58,500,000) and
DM16,800,000 (approximately HK$58,800,000) respectively. V.

<PAGE>   14
REASONS FOR THE TRANSACTION

14.16(7)(4) The Group is principally engaged in the design, manufacture and
distribution of fashion accessory comprising of timepiece, jewellery, leather
and optical products under owned and licensed brandnames including Amaretta,
Bulova, Carrera, Cerruti 1881, Dugena, Esprit, Goldpfeil, Kazto, Pierre Cardin,
Speidel and Yamato (Perlen) .

14.16(7)(9) The Transaction directly complements the core timepiece business of
the Group, which contributed approximately 45% of the Group's consolidated
turnover for 1999. With the recent technological development in the timepiece
industry and the revival of the 1980's glamorous and deluxe attire to the
fashion industry in the 21st century, the Directors believed that the
Transaction is beneficial to the Company and its Shareholders in terms of, inter
alia, (1) bringing additional turnover and profit contribution to the Group; (2)
further widening the distribution network of the Group, particularly in Europe;
(3) securing the advanced radio-controlled and solar technology for the
distribution of high technology quality timepieces; (4) enlarging the Group's
lady wristwatch collection which segment is expected to enjoy stronger growth;
(5) adding two renowned long-established brandnames of Junghans and Eurochron
which enriches the brandname portfolio of the Group and provides an opportunity
for the Group to earn licensing income in line with its lifestyle strategy; (6)
enhancing the Group's core competency in the clock business globally as Junghans
is the largest clock manufacturer in Germany; and (7) providing further
synergies in optimizing the use of the resources of the enlarged group, for
example, through the sharing of common logistics and distribution service
system.

14.16(9) The Transaction entitles the Group to 100% interest in the issued share
capital of Junghans and the right and title to the loan in the principal amount
of approximately DM120,700,000 due from Junghans. Junghans becomes an indirect
wholly owned subsidiary of the Company.

<PAGE>   15
The Directors consider that the terms of the Transaction are on normal
commercial terms and the aggregate purchase consideration is fair and reasonable
as far as the Shareholders are concerned.

14.16(8) VI.

FINANCIAL EFFECT OF THE TRANSACTION  Impact on the Group's Earnings

For the year ended 31st December, 1999, Junghans recorded consolidated turnover
of approximately DM157,800,000 (approximately HK$552,300,000), representing
approximately 48% of the timepiece turnover of the Group of approximately
HK$1,143,000,000 in the same year. Junghans enjoyed a gross profit margin of 44%
or approximately DM69,600,000 (approximately HK$243,600,000) and operating
profit margin of 5% or approximately DM7,700,000 (approximately HK$27,000,000)
in 1999.

Barring unforeseen circumstances, the participation in Junghans should
substantially enlarge the Group's turnover and bring direct profit contribution
to the Group in line with the Group's current operating profit margin of 10% for
its timepiece division. It is expected that the profitability of the enlarged
group should further be enhanced with the anticipated synergies being realized
going forward. Impact on the Group's Assets and Liabilities

Taking into account the loan in the principal amount of approximately
DM120,700,000, Junghans has net assets of approximately DM9,600,000
(approximately HK$33,600,000) as at 31st December, 1999.

The Junghans and Eurochron brandnames are currently recorded at nominal value in
the balance sheet of Junghans. The fair value of these two brandnames is
estimated to be HK$90,000,000 with reference to the total economic benefits to
be derived from them.

The aggregate investment cost of the Transaction is approximately
HK$304,000,000. By attributing this fair value of HK$90,000,000 to the two
brandnames, the goodwill on acquisition is approximately HK$180,400,000,
representing the value attributable to knowhow technology, distribution network
and customer portfolio. The goodwill will be written off against the
distributable reserve of the Group for the year ending 31st December, 2000.

The assumption of certain liabilities and guarantees in connection with the
banking facilities provided to Junghans and its wholly owned subsidiaries will
increase the Group's contingent liabilities to the extent of DM18,000,000
(approximately HK$63,000,000).

As a result of the Transaction, the net tangible assets of the Group will
decrease by HK$270,400,000 due to written off of goodwill of HK$180,400,000 and
increase of intangible assets of HK$90,000,000 attributable to the acquisition
of the Junghans and Eurochron brands. VII.

GENERAL

The Transaction constitutes a discloseable transaction of the Company under the
Listing Rules. Details of the Transaction will also be disclosed as required
under the Listing Rules in the Company's next published annual report and
accounts.

<PAGE>   16
VIII.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix to
this circular.

Yours faithfully For and on behalf of the Board

Hans-Joerg SEEBERGER

Chairman and Chief Executive

APPENDIX

GENERAL INFORMATION

1.

RESPONSIBILITY STATEMENT

App.1B(2) This circular includes particulars given in compliance with the
Listing Rules for the purpose of giving information with regard to the Company.
The Directors collectively and individually accept full responsibility for the
accuracy of the information contained in this circular and confirm, having made
all reasonable enquiries, that to the best of their knowledge and belief, there
are no other facts the omission of which would make any statement herein
misleading. 2.

DISCLOSURE OF INTEREST

App.1B(38) (1)(a)(b)(c) As at the Latest Practicable Date, the interests of the
Directors and chief executive in the securities of the Company or its associated
corporations (within the meaning of the SDI Ordinance) which were required to be
notified to the Company and the Stock Exchange pursuant to section 28 of the SDI
Ordinance (including interests which they were taken or deemed to have under
section 31 or Part 1 of the Schedule to the SDI Ordinance) or were required,
pursuant to section 29 of the SDI Ordinance, to be entered in the register
referred to therein, or which were required pursuant to the Model Code for
Securities Transactions by Directors of Listed Companies to be notified to the
Company and the Stock Exchange were as follows:--

The Company

<PAGE>   17


<TABLE>
                                                  NUMBER OF SHARES
                                   -----------------------------------------------
                                    PERSONAL         CORPORATE                           NUMBER OF
NAME OF DIRECTORS                   INTERESTS        INTERESTS           TOTAL            OPTIONS
-----------------                  ----------      -------------     -------------      -----------
<S>                                <C>             <C>               <C>                <C>
Hans-Joerg SEEBERGER                       --      4,466,984,746     4,466,984,746      120,000,000
                                                                           (note i)         (note i)

Peter Ka Yue LEE                    5,302,915         80,268,380        85,571,295        5,200,000
                                                        (note ii)                         (note iii)

Michael Richard POIX               28,265,860                 --        28,265,860        5,380,000
                                                                                           (note iv)

Dr. Goetz Reiner
 WESTERMEYER                        2,880,000                 --         2,880,000               --

Professor Udo
 GLITTENBERG                        1,152,000                 --         1,152,000               --
</TABLE>

Notes:

i.

These shares were registered in the name of Peninsula International Limited and
its nominee which held the same as nominee for the Captive Insurance Trust, a
discretionary trust whose prospective beneficiaries included Mr. Hans-Joerg
SEEBERGER and his family. The options, exercisable at HK$0.211 per share, were
granted pursuant to the Company's Executive Share Option Scheme.

ii.

These shares were beneficially owned by Joshua Limited, a company which was
wholly and beneficially owned by Mr. Peter Ka Yue LEE.

iii.
<PAGE>   18
200,000 and 5,000,000 options, exercisable at HK$0.128 and HK$0.211 per share
respectively, were granted pursuant to the Company's Executive Share Option
Scheme.

iv.

380,000 and 5,000,000 options, exercisable at HK$0.128 and HK$0.211 per share
respectively, were granted pursuant to the Company's Executive Share Option
Scheme.

Associated corporations Egana Jewellery & Pearls Limited ("Egana Jewellery")

<Table>
<Caption>
                                    NUMBER OF SHARES                           AMOUNT OF WARRANTS (IN HK$)
                         -----------------------------------------    --------------------------------------------
                         PERSONAL      CORPORATE                      PERSONAL       CORPORATE                       NUMBER OF
NAME OF DIRECTORS        INTERESTS     INTERESTS         TOTAL        INTERESTS      INTERESTS           TOTAL        OPTIONS
-----------------        ---------   -------------   -------------    ----------   -------------     -------------   ----------
<S>                      <C>         <C>             <C>              <C>          <C>               <C>             <C>

Hans-Joerg SEEBERGER            --   2,266,340,990   2,266,340,990            --   29,675,219.00     29,675,219.00   33,000,000
                                           (note i)                                      (note i)                     (note iii)

Peter Ka Yue LEE           736,516      11,148,386      11,884,902     69,968.75    1,059,096.50      1,129,065.25    2,500,000
                                          (note ii)                                     (note ii)                     (note iii)

Michael Richard POIX     3,733,986              --       3,733,986    354,728.50              --        354,728.50    2,500,000
                                                                                                                      (note iii)
Dr. Goetz Reiner                --              --              --     18,000.00              --         18,000.00           --
 WESTERMEYER

Professor Udo                   --              --              --      7,200.00              --          7,200.00           --
 GLITTENBERG
</Table>
<PAGE>   19
Notes:

i.

10,449,548 shares were registered in the name of Peninsula International Limited
and its nominee which held the same as nominee for the Captive Insurance Trust,
a discretionary trust whose prospective beneficiaries included Mr. Hans-Joerg
SEEBERGER and his family. 2,255,891,442 shares and warrants in the amount of
HK$29,675,219.00 were registered in the name of the Company and its nominee. By
virtue of his interest in the Company pursuant to section 8 of the SDI
Ordinance, Mr. Hans-Joerg SEEBERGER was deemed to be interested in these shares
and warrants.

ii.

These shares and warrants were beneficially owned by Joshua Limited, a company
which was wholly and beneficially owned by Mr. Peter Ka Yue LEE.

iii.

The options, exercisable at HK$0.224 per share, were granted pursuant to Egana
Jewellery's Executive Share Option Scheme.

Peace Mark (Holdings) Limited ("Peace Mark")

<Table>
<Caption>
                                       NUMBER OF SHARES
                         -----------------------------------------
                         PERSONAL       CORPORATE                      NUMBER OF
NAME OF DIRECTORS        INTERESTS      INTERESTS         TOTAL         OPTIONS
-----------------        ---------     -----------     -----------    ----------
<S>                      <C>           <C>             <C>            <C>
Hans-Joerg SEEBERGER            --     606,413,551     606,413,551            --
                                           (note i)

Peter Ka Yue LEE                --              --              --    10,000,000
                                                                        (note ii)
</Table>
<PAGE>   20
Notes:

i.

The shares were held by wholly owned subsidiaries of the Company. By virtue of
his interest in the Company pursuant to section 8 of the SDI Ordinance, Mr.
Hans-Joerg SEEBERGER was deemed to be interested in these shares.

ii.

The options were exercisable at HK$0.10 per share pursuant to the share option
scheme of Peace Mark.

Tonic Industries Holdings Limited ("Tonic")

<Table>
<Caption>
                                       NUMBER OF SHARES
                         -----------------------------------------
                         PERSONAL       CORPORATE                     NUMBER OF
NAME OF DIRECTORS        INTERESTS      INTERESTS         TOTAL        OPTIONS
-----------------        ---------     -----------     -----------    ---------
<S>                      <C>           <C>             <C>            <C>

Hans-Joerg SEEBERGER            --     128,844,869     128,844,869           --
                                           (note i)

Peter Ka Yue LEE                --              --              --    1,810,000
                                                                       (note ii)
</Table>
<PAGE>   21

Notes:

(i)

The shares were held by wholly owned subsidiaries of the Company. By virtue of
his interest in the Company pursuant to section 8 of the SDI Ordinance, Mr.
Hans-Joerg SEEBERGER was deemed to be interested in these shares.

(ii)

The options were exercisable at HK$0.70 per share pursuant to the share option
scheme of Tonic.

Except that certain Directors held certain nominee shares in subsidiaries in
trust for the Company or its subsidiaries as at the Latest Practicable Date, no
Director held an interest in the share capital of the Company or any of its
subsidiaries other than those as disclosed above.

Save as disclosed above, as at the Latest Practicable Date, none of the
Directors and chief executive or their associates had any personal, family,
corporate or other interests in the securities of the Company or any of its
associated corporations which were required to be notified to the Company and
the Stock Exchange pursuant to section 28 of the SDI Ordinance (including
interests which they were taken or deemed to have under section 31 or Part 1 of
the Schedule to the SDI Ordinance) or which were required, pursuant to section
29 of the SDI Ordinance, to be entered in the register referred to therein, or
which were required pursuant to the Model Code for Securities Transactions by
Directors of listed companies to be notified to the Company and the Stock
Exchange. 3.

SUBSTANTIAL SHAREHOLDER

App.1B(38)(2) As at the Latest Practicable Date, according to the register kept
by the Company pursuant to section 16(1) of the SDI Ordinance and so far as is
known to the Directors and the chief executive of the Company, no persons, other
than Peninsula International Limited, were directly or indirectly interested in
10% or more in the issued share capital of the Company carrying rights to vote
in all circumstances at general meetings of the Company.

Peninsula International Limited is a company wholly owned by the Captive
Insurance Trust, a discretionary trust whose prospective beneficiaries included
Mr. Hans-Joerg SEEBERGER, the Chairman and Chief Executive of the Company, and
his family.

4.

14.16 (11) SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any service
contracts (excluding contracts expiring or terminable by the Group within one
year without payment of compensation other than statutory compensation) with any
member of the Group.

App.1B(33) 5.

LITIGATION
<PAGE>   22

So far as is known to the Directors and the chief executive of the Company,
there was no litigation or claims of material importance pending or threatened
against any member of the Group. 6.

MISCELLANEOUS

App.1B(36) (i)

The registered office of the Company is at P.O. Box 1787, 2nd Floor, One Capital
Place, Grand Cayman, Cayman Islands, British West Indies and its principal place
of business is at Block C, 11th Floor, Hong Kong Industrial Centre, 489-491
Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong.

(ii)

The Company's branch share registrar and transfer office in Hong Kong is
Secretaries Limited of 5th Floor, Wing On Centre, 111 Connaught Road Central,
Hong Kong.

App.1B(35) (iii)

The secretary of the Company is Ms. Lillian Kam Yuk WONG, ACIS, FCCA, AHKSA.

(iv)

The English text of this circular shall prevail over the Chinese text.