RMB 550 Million (US$81 Million) Strategic Investment by TPG Capital in 
Daphne International 
 
HONG KONG, May 25 /PRNewswire-Asia-AsiaNet/ -- 
 
    Daphne International Holdings Limited (HKSE: 210, "Daphne" or "the 
Company"), the owner of the "Daphne" and "Shoebox" brands and a leading 
retailer of ladies' footwear in the PRC, announced today that the Company 
has entered into an agreement with TPG Capital ("TPG"), under which TPG 
will make a strategic investment in Daphne through the subscription of 
RMB 550 million convertible bonds with warrants.  
 
    Mr. Chen Ying-Chieh, Chairman of Daphne said, "We are delighted to 
have TPG as our strategic partner. We believe that TPG shares the same 
strategic vision of our Company and expect this partnership to not only 
help us in further solidifying our leadership position in the domestic 
market in China but also contribute to transforming Daphne to become a 
world-class company."  
 
    Mr. Chen Hsien Min, Managing Director of Daphne added, "We view this 
as a long-term partnership and intend to work closely with TPG to further 
strengthen our financial management, operational efficiency and corporate 
governance. We will also fully leverage TPG's global network to explore 
new opportunities and enhance Daphne's overall competitive position in 
the marketplace."  
 
    Under the agreement, TPG has agreed to subscribe for unsecured 
convertible bonds due 2014 in the aggregate principal amount of RMB 550 
million. The bonds carry an annual coupon of 3.125% payable semi-
annually, and will be convertible, subject to certain conditions, into 
Daphne's new ordinary shares at an initial conversion price of HK$3.50 
per ordinary share. The bonds will be redeemed at par if not converted. 
 
    In addition, TPG will receive 100 million warrants with the right to 
subscribe for one ordinary share each, with an initial exercise price of 
HK$4.00 per warrant. The warrants have a maturity of five years. If 
exercised in full, TPG will receive 100 million new ordinary shares in 
Daphne.  
 
    TPG will hold 278,510,572 ordinary shares, equivalent to 
approximately 14.5% of the total enlarged issued share capital of Daphne, 
assuming the bonds are fully converted and the warrants are fully 
exercised.  
 
    Upon closing, the Company will receive the US-dollar equivalent of 
RMB 550 million (or approximately US$81 million) of gross proceeds from 
the issuance of the convertible bonds with warrants which will be used 
for further expansion of its "Daphne" and "Shoebox" store network in the 
PRC. In addition, the Company expects to raise a further HK$400 million 
(or approximately US$52 million) upon the full exercise of the warrants, 
which will be used for general working capital purposes.  
 
    Ms. Mary Ma, Managing Director of TPG said, "We are confident in the 
long-term growth prospects of the consumer retail sector in China. We 
believe that Daphne, with its widely recognized 'Daphne' and 'Shoebox' 
brands, has every ingredient needed to grow from strength-to-strength and 
to accomplish even greater success in the future."  
 
    Mr. Stephen Peel, Managing Partner, Greater China, Eurasia, India and 
SE Asia of TPG added, "This investment is consistent with TPG's 
philosophy of supporting high-growth Chinese consumer-oriented companies 
to achieve world-class operating standards. We believe our capital and 
operational expertise will contribute to a successful partnership with 
Daphne."  
 
    Merrill Lynch (Asia Pacific) Limited acted as the sole financial 
advisor to Daphne and Nomura International (Hong Kong) Limited acted as 
the sole financial advisor to TPG on this transaction. 
 
    This announcement is not an offer of securities for sale in the 
United States.  Securities may not be offered or sold in the United 
States absent registration or an exemption from registration.  Any public 
offering of securities to be made in the United States will be made by 
means of an information memorandum that may be obtained from the Company 
and will contain detailed information about the Company and management, 
as well as financial statements.  The Company does not intend to register 
any part of the offering in the United States. 
 
    About Daphne International Holdings Limited 
 
    Established in 1987, Daphne International Holdings Limited (formerly 
known as Prime Success International Group Limited) was listed on the 
Main Board of The Stock Exchange of Hong Kong Limited in 1995 and has 
been admitted as one of the constituent stocks of the Hang Seng Composite 
Mainland Index, effective on 11 September 2006. The Group is principally 
engaged in the manufacturing, marketing and distribution of footwear, 
apparel and accessories products under its own and licensed brands and on 
an OEM basis. Its major markets include China and the US. In 1990, the 
Group launched its footwear business in China under the brand name 
"Daphne" which is now a leading ladies' footwear brand in China. 
Currently the Group operates over 3,000 outlets, comprising "Daphne", 
"Shoebox", "adidas", "Nike", "Arezzo", "Sofft" and "Born" brands, in 
Mainland China and Taiwan. 
 
    About TPG Capital 
 
    TPG Capital is the global buyout group of TPG, a leading private 
investment firm founded in 1992 with approximately US$45 billion of 
assets under management and offices in San Francisco, London, Hong Kong, 
New York, Fort Worth, Menlo Park, Washington, D.C., Melbourne, Moscow, 
Mumbai, Paris, Luxembourg, Beijing, Shanghai, Singapore and Tokyo. TPG 
Capital has extensive experience with global public and private 
investments executed through leveraged buyouts, recapitalizations, 
spinouts, joint ventures and restructurings. Please visit 
 
    For media enquiries: 
 
    Daphne International Holdings Limited 
    Strategic Financial Relations Limited 
     Esther Chan  
     Tel:   +852-2864-4825 
     Email: esther.chan@sprg.com.hk 
 
     Doris Chan 
     Tel:   +852-2114-4950 
     Email: doris.chan@sprg.com.hk 
 
     Fax:   +852-2804-2789 / +852-2527-1196 
 
    TPG Capital 
     Owen Blicksilver Public Relations  
     Carol Makovich 
     Tel:   +1-203-622-4781   
     Email: carol@blicksilverpr.com 
 
     Ogilvy Public Relations Worldwide  
     Scott Kronick 
     Tel:   +86-1370-100-4595 
     Email: scott.kronick@ogilvy.com 
 
SOURCE  Daphne International Holdings Limited