SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Zindart Limited
---------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

ZINDART LIMITED

FLAT C&D, 25/F, BLOCK 1, TAI PING INDUSTRIAL CENTRE
57 TING KOK ROAD
TAI PO, NEW TERRITORIES
HONG KONG S.A.R., CHINA

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 5, 2002

To the Shareholders of Zindart Limited:

You are cordially invited to the Annual General Meeting of Shareholders of
Zindart Limited, a Hong Kong corporation (the "Company"), to be held on
Thursday, September 5, 2002, at 2:00 p.m. local time at The City Club of San
Francisco, The Stock Exchange Tower, 155 Sansome Street, 10th Floor, San
Francisco, California, United States of America for the following purposes:

1. To adopt the audited financial statements and the reports of
the directors and auditors of the Company for the fiscal year
ended March 31, 2002.

2. To elect eight directors to serve for the ensuing year and
until their successors are elected.

3. To authorize the Board of Directors to issue all or part of
the authorized but unissued shares of the Company, in such
manner and to such persons as they shall in their absolute
discretion deem fit, such authorization to lapse at the
Company's next Annual General Meeting.

4. To appoint KPMG as independent auditors of the Company for the
fiscal year ending March 31, 2003 (proposed pursuant to
Special Notice received pursuant to Section 132(1) of the Hong
Kong Companies Ordinance).

5. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.

The Board of Directors has fixed the close of business on July 31, 2002 as the
record date for the determination of shareholders entitled to notice of this
Annual General Meeting.

By Order of the Board of Directors,

/s/ PETER A.J. GARDINER
--------------------------------------------
Peter A.J. Gardiner
Executive Chairman of the Board of Directors

Tai Po, New Territories, Hong Kong
August 4, 2002

All shareholders are cordially invited to attend the meeting in person. Any
shareholder entitled to attend and vote at the meeting is entitled to appoint a
proxy to attend and vote on his or her behalf; a proxy holder need not be a
shareholder of the Company. Whether or not you expect to attend the meeting,
please complete, date, sign and return the enclosed proxy as promptly as
possible in order to ensure your representation at the meeting. A
postage-prepaid return envelope is enclosed for that purpose. Even if you have
given your proxy, you may still vote in person if you attend the meeting. Please
note, however, that if your shares are held of record by a broker, bank or other
nominee and you wish to vote at the meeting, you must obtain from the record
holder a proxy issued in your name. Holders of American Depositary Shares are
not entitled to vote; instead, such holders are encouraged to provide direction
to the Company's Depositary, the Bank of New York, as to the voting of the
Ordinary Shares represented by such holder's American Depositary Shares. If this
proxy statement is being provided to you by the Depositary, an instruction card
is enclosed for that purpose. Whether or not you expect to attend the meeting,
please complete, date, sign and return such instruction card as promptly as
possible to ensure your representation at the meeting.

ZINDART LIMITED

FLAT C&D, 25/F, BLOCK 1, TAI PING INDUSTRIAL CENTRE
57 TING KOK ROAD
TAI PO, NEW TERRITORIES
HONG KONG S.A.R., CHINA

-----------------------

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
SEPTEMBER 5, 2002

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board") of Zindart Limited, a company incorporated with limited liability under
the laws of Hong Kong (the "Company"), for use at the Annual General Meeting of
Shareholders to be held on Thursday, September 5, 2002, at 2:00 p.m. local time
(the "Annual General Meeting"), or at any adjournment or postponement thereof,
for the purposes set forth herein and in the accompanying Notice of Annual
General Meeting. The Annual General Meeting will be held at The City Club of San
Francisco, The Stock Exchange Tower, 155 Sansome Street, 10th Floor, San
Francisco, California, United States of America. The Company intends to mail
this proxy statement and accompanying proxy card on or about August 5, 2002 to
all holders of Ordinary Shares ("Shares") of the Company ("Shareholders")
entitled to vote at the Annual General Meeting.

SOLICITATION

The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to Shareholders and holders of American
Depositary Shares ("ADSs"). Copies of solicitation materials will be furnished
to banks, brokerage houses, fiduciaries and custodians holding in their names
Shares or ADSs beneficially owned by others to forward to such beneficial
owners. The Company may reimburse persons representing beneficial owners of
Shares and ADSs for their costs of forwarding solicitation materials to such
beneficial owners. Original solicitation of proxies by mail may be supplemented
by telephone, electronic mail, facsimile transmission or personal solicitation
by directors, officers or other regular employees of the Company. No additional
compensation will be paid to directors, officers or other regular employees for
such services.

NOTICE, VOTING RIGHTS AND OUTSTANDING SHARES AND ADSS

Only holders of record of Shares (including those represented by ADSs) at the
close of business on July 31, 2002 will be entitled to notice of the Annual
General Meeting. At the close of business on July 31, 2002, the Company had
outstanding and entitled to vote 8,834,125 Shares, of which 6,223,014 were
represented by ADSs.

Each holder of record of Shares on such date will be entitled to one vote for
each Share held on all matters to be voted upon at the Annual General Meeting.
The Bank of New York, as depositary of the ADSs (the "Depositary"), has advised
the Company that it intends to mail to all owners of the ADSs this Proxy
Statement and the accompanying Notice of Annual General Meeting. Upon the
written request of an owner of record of ADSs, the Depositary will endeavor,
insofar as practicable, to vote or cause to be voted the amount of Shares
represented by the ADSs evidenced by the American Depositary Receipts (the
"ADRs") related thereto in accordance with the instructions set forth in such
request. The Depositary has advised the Company that it will not vote or attempt
to exercise the right to vote that attaches to the Shares other than in
accordance with such instructions. As the holder of record for all of the Shares
represented by ADSs, only the Depositary may vote such Shares at the Annual
General Meeting.

When proxies are properly dated, executed and returned, the Shares they
represent will be voted at the Annual General Meeting in accordance with the
instructions of the stockholder. If no specific instructions are given, the
Shares will be voted FOR proposals 1, 2, 3 and 4 and in the proxy holder's
discretion as to other matters that may properly come before the Annual General
Meeting.

All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions, broker non-votes and depositary non-votes. Abstentions will be
counted towards a quorum but will not be

counted for any purpose in determining whether a matter is approved. Depositary
non-votes will not be counted towards a quorum or for any purpose in determining
whether a matter is approved.

REVOCABILITY OF PROXIES

Any person giving a proxy pursuant to this solicitation has the power to revoke
it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office (Zindart
Limited, Flat C&D, 25/F, Block 1, Tai Ping Industrial Centre, 57 Ting Kok Road,
Tai Po, New Territories, Hong Kong S.A.R., China) a written notice of revocation
or a duly executed proxy bearing a later date, or it may be revoked by attending
the meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.

SHAREHOLDER PROPOSALS

Proposals that Shareholders wish to be considered for inclusion in the Company's
proxy statement and proxy card for the 2003 Annual General Meeting must be
received by the Secretary of the Company by April 5, 2003 and must comply with
the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as
amended. The submission of a proposal does not assure that it will be included
in the proxy statement or proxy card.

The Hong Kong Companies Ordinance provides that Shareholders who hold at least
5% of the total number of outstanding Shares, or a group of at least 100
Shareholders who hold Shares on which there has been paid an average of at least
HK$2,000 per Shareholder, may submit a proposal to be presented at the Company's
2003 Annual General Meeting. Such proposals must be deposited at the Company's
registered office at least six weeks prior to the Company's 2003 Annual General
Meeting, which the Company anticipates will take place in September 2003. If a
proposal has been submitted and the Company's 2003 Annual General Meeting is
thereafter called for a date six weeks or more after the date of submission,
then such proposal will be deemed to have been timely submitted.

PROPOSAL 1

ADOPTION OF AUDITED FINANCIAL STATEMENTS

The Board recommends that the audited financial statements for the fiscal year
ended March 31, 2002, which are included in the Annual Report sent to the
Shareholders of the Company concurrently with this proxy statement, be adopted.
The financial statements for the fiscal year ended March 31, 2002 were audited
by Arthur Andersen & Co. and were reviewed and approved by the Board prior to
the Annual General Meeting.

The affirmative vote of the holders of a majority of the Shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to approve this Proposal 1.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1.

PROPOSAL 2

ELECTION OF DIRECTORS

There are eight nominees for the eleven Board positions presently authorized in
the Company's Articles of Association. Each director to be elected will hold
office until the next Annual General Meeting and until such director's successor
is elected and has qualified, or until such director's earlier death,
resignation or removal. Except for Ms. Lau, each nominee listed below is
currently a director of the Company and was elected by the Shareholders at the
Annual General Meeting held September 6, 2001.

Shares represented by executed proxies will be voted, if authority to do so is
not withheld, for the election of the eight nominees named below. In the event
that any nominee should be unavailable for election as a result of an unexpected
occurrence, such Shares

will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected, and
management has no reason to believe that any nominee will be unable to serve.

Directors will be elected by a majority of the Shares present in person or
represented by proxy and entitled to vote at the meeting.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF ALL OF THE LISTED NOMINEES.

NOMINEES

The Articles of Association authorize a range of two to 11 directors. Proxies
cannot be voted for a greater number of persons than the number of nominees
named. The names of the nominees, their ages as of March 31, 2002, and the
principal positions with the Company held by them, are as follows:

Name Age Principal Position Held with the Company
- ---- --- ----------------------------------------

Peter A.J. Gardiner 66 Executive Chairman of the Board
Robert A. Theleen (1) 56 Vice-Chairman of the Board
Christopher Guest 55 Director and Chief Executive Officer of Corgi Classics Ltd.
George Chen 51 Director
Leo Paul Koulos (1) (2) 68 Director
Gordon L.M. Seow 69 Director
Victor Yang (1) (2) 56 Director
Monique S.H. Lau 45

(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.

Peter A.J. Gardiner serves as the Executive Chairman of the Board. Mr. Gardiner
joined the Board in January 2000. From March 1997 to August 1998, Mr. Gardiner
had been Chairman, Chief Executive Officer and a major shareholder of Veriflo
Corporation, a leading manufacturer of semiconductor components. Mr. Gardiner
received a Bachelor's degree in brewing and industrial fermentation from
Heriot-Watt University in Edinburgh, United Kingdom.

Robert A. Theleen joined the Board in 1997, currently serves as Vice-Chairman
and served as Chairman from January 1997 until September 2000. Mr. Theleen is
also the founder and Chairman of ChinaVest Funds, a group of venture capital
investment funds ("ChinaVest"). Mr. Theleen is a director of several ChinaVest
portfolio companies. Mr. Theleen is a founding member of the executive committee
of the Hong Kong-Taipei Business Cooperation Committee of the Hong Kong General
Chamber of Commerce. Mr. Theleen received a Bachelor of Arts degree from
Duquesne University and an M.B.A. from the American School of International
Management.

Christopher Guest joined the Board as a director in June 1999. Mr. Guest is the
Chief Executive Officer of Corgi Classics Ltd. ("Corgi U.K."), a subsidiary of
the Company. Mr. Guest joined Corgi U.K. in 1984 as Sales and Marketing
Director. He was appointed Managing Director of Corgi U.K. in 1988, and was
responsible for the integration of Corgi U.K. with Mattel in connection with
Mattel's acquisition of Corgi U.K. He left Corgi U.K. in January 1995 after
completion of the integration. Later the same year, he led Corgi U.K.'s
management in a leveraged buyout of the company from Mattel. His previous
marketing experience includes seven years with Unilever PLC and eight years with
Mars Inc. Mr. Guest received a Bachelor of Arts degree in English and Economics
from the University of York.

George Chen joined the Board in January 2000. Mr. Chen is the Chief Executive
Officer of Tait Asia Limited, a food and beverage distribution company in China.
He is also a director of, Tait Asia Ltd., South Pacific Sea Land Air Ltd., Sea
Star Fishing Co. Ltd., Pacific Genesis Ltd., China Food and Beverage.com, Ltd.,
Tonga Petroleum & Gas Ltd. and China National Advertising Co. Mr. Chen received
a Bachelor's degree in business administration from Boston University.

Leo Paul Koulos joined the Board in March 1997. Prior to the sale of his
company, Mr. Koulos was President and Chief Executive Officer of National Coupon
Redemption Service, Inc., a national clearinghouse for manufacturers' cents-off
coupons and served as Chairman and Chief Executive Officer of Coupon Processing
Associates, Inc., of Texas, and its Mexican affiliate, Enlace Vital, S.A. de.
C.V. He is now the Chairman of the Board of International Data, LLC, its
successor company. Mr. Koulos received a Bachelor of Arts degree from the
University of San Francisco.

Gordon L.M. Seow joined the Board in March 1998. He is a barrister-at-law from
Lincoln's Inn, United Kingdom. Mr. Seow was a director of Shell Eastern
Petroleum (Pte) Ltd., Singapore and retired from the company in 1987 after 30
years of service. He then joined the Ministry of Foreign Affairs in 1988 and
served as Singapore's Commissioner to Hong Kong from 1988 to 1994 and
subsequently retired. Mr. Seow is currently a director of several companies in
Singapore, including Hotel Properties Ltd, Kim Eng Holdings Ltd and Pacific
Century Regional Developments Ltd. He is a member of the advisory board of
ChinaVest IV-B. Mr. Seow received a Barrister-At-Law degree from Lincoln's Inn
London.

Victor Yang joined the Board in March 1998. He is a founding partner of and has
practiced for over 20 years with the Canadian law firm Boughton Peterson Yang
Anderson, Solicitors and resides currently in the firm's Hong Kong office. Mr.
Yang has served on the board of directors of various publicly listed companies
in Canada, Singapore and Hong Kong. He is also a member of the law societies of
British Columbia, Canada, Hong Kong and the United Kingdom. Mr. Yang received a
Bachelor's Degree in Business and an LLB in Law from the University of British
Columbia.

Monique S.H. Lau joined ChinaVest in 1997, where she is currently a partner.
Prior to joining ChinaVest, Ms. Lau was Group Head of Corporate Banking at
Citibank in Hong Kong, where she was employed for over 14 years. Ms. Lau serves
on the board of directors of Advantage Holdings. Ms. Lau received a Bachelor of
Social Sciences degree in Economics and Statistics from the University of Hong
Kong.

BOARD COMMITTEES AND MEETINGS

The business and affairs of the Company are managed under the direction of the
Board. The Board monitors the overall performance of the Company and oversees
strategic planning. The Board also monitors the Company's financial controls and
reviews and ratifies the selection and compensation of senior executives.

During the fiscal year ended March 31, 2002, the Board held three meetings and
acted by written consent one time. The Board has two standing committees: the
Audit Committee and the Compensation Committee. During the fiscal year ended
March 31, 2002 each Board member attended 75% or more of the aggregate number of
meetings of the Board that were held during the period for which he or she was a
director or committee member, except Messrs. Theleen, Chen and Guest, who each
missed one Board meeting.

The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements; recommends to the Board the independent auditors to be retained
oversees the independence of the independent auditors; evaluates the independent
auditors' performance; reviews the Company's internal accounting procedures and
reports to the Board with respect to other auditing and accounting matters,
including the selection of the Company's independent auditors, the scope of
annual audits, fees to be paid to our independent auditors and the performance
of the Company's independent auditors. The Audit Committee is currently composed
of two members: Mr. Koulos and Mr. Yang. James E. Gilleran served on the Audit
Committee until November 28, 2001, when he resigned from the Board and the Audit
Committee. The Audit Committee met once during the fiscal year ended March 31,
2002 and all then-current members were present.

The Company's Compensation Committee makes recommendations concerning salaries
and incentive compensation, administers and awards stock options to employees
and consultants under the Company's stock option plans and otherwise determines
compensation levels and performs such other functions regarding compensation as
the Board may delegate. The Compensation Committee is composed of Mr. Koulos,
Mr. Theleen and Mr. Yang. The Compensation Committee met once during the fiscal
year ended March 31, 2002 and all members were present.

PROPOSAL 3

AUTHORIZATION OF BOARD TO ISSUE ALL OR PART OF THE AUTHORIZED BUT UNISSUED
SHARES OF THE COMPANY, IN SUCH MANNER AND TO SUCH PERSONS AS THEY SHALL IN
THEIR ABSOLUTE DISCRETION DEEM FIT, SUCH AUTHORIZATION TO LAPSE AT THE
COMPANY'S NEXT ANNUAL GENERAL MEETING.

Unlike the laws of most states of the United States, the Hong Kong Companies
Ordinance (the "Companies Ordinance") generally prohibits a corporation from
issuing additional shares of its capital stock without the approval of its
shareholders (unless the issue is pro rata to its existing shareholders).
However, the Companies Ordinance also provides that a corporation's board of
directors may issue authorized but unissued shares of that corporation at such
time and in such a manner as the board of directors of the corporation may, in
its discretion, deem fit, if the shareholders give general authorization to the
board of directors to do so. If such authorization is provided, the corporation
can avoid calling an extraordinary general meeting each time it wishes to issue
shares. Such general authorization automatically lapses at the corporation's
next annual general meeting.

Accordingly, you are requested in this Proposal 3 to authorize the Board to
issue all or part of the authorized but unissued Shares, subject to Section 57B
of the Companies Ordinance, in such manner and to such persons as the Board may
in its absolute discretion deem fit.

Although at present the Board has no plans to issue the authorized but unissued
Shares, it recommends that the unissued Shares of the Company be available to
the Board for issuance in its discretion in order to provide additional
flexibility to use the Company's capital stock for business, investment and
financial purposes in the future. If this Proposal 3 is approved, the unissued
Shares may be issued, without further Shareholder approval, for any purpose
recommended by the Board including, without limitation, raising capital,
providing equity incentives to employees, officers or directors, establishing
strategic relationships with other companies and expanding the Company's
business or product lines through the acquisition of other businesses or
products.

The affirmative vote of the holders of a majority of the Shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to approve this Proposal 3.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.

PROPOSAL 4

APPOINTMENT OF THE SELECTION OF INDEPENDENT AUDITORS

The Board recommends that KPMG be appointed as the Company's independent
auditor for the fiscal year ending March 31, 2003, subject to Shareholder
approval. Although Arthur Andersen & Co has audited the Company's financial
statements since 1983, Arthur Andersen & Co Hong Kong has ceased to exist, and
is thus unable to be reappointed as the Company's independent auditor for the
fiscal year ending March 31, 2003. Representatives of KPMG are not expected to
be present at the Annual General Meeting.

The affirmative vote of the holders of a majority of the Shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to approve this Proposal 4.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 4.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth beneficial ownership of the Company's outstanding
Shares as of May 1, 2002 by: (1) each person known by the Company to own
beneficially more than 5% of the outstanding Shares, (2) each member of the
Board, (3) the Company's five most highly compensated executive officers and (4)
the executive officers, directors and nominees for director of the Company as a
group.

Information with respect to beneficial ownership is based upon information
furnished by each director, officer or holder or contained in filings made with
the Securities and Exchange Commission ("SEC"). Unless otherwise indicated in
the footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the Shareholders named in this
table has sole voting and investment power with respect to the Shares indicated.
Except as set forth below, the business address of each named individual is that
of the Company.

SHARES PERCENTAGE OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES OUTSTANDING(1)
- ------------------------ ------------------ ---------------------

ZIC Holdings Limited (2) 2,611,111 29.6
HYP Holdings Limited (3) 492,713 5.6
Heartland Advisors, Inc. (4) 1,620,500 18.3
Gruber & McBaine Capital Management LLC (5) 1,253,200 14.2
Advent International Corporation (6) 709,095 8.0
Peter A.J. Gardiner (8) 331,111 3.7
Robert A. Theleen (7) 4,000 *
Christopher Guest (8) 20,000 *
Alexander M.K. Ngan (7) (8) 416,250 4.7
John H. Dunkel (8) 5,000 *
Gordon L.M. Seow (8) 27,500 *
Leo Paul Koulos (8) 30,000 *
Victor Yang (8) 20,000 *
All executive officers, directors and nominees for director as a group 905,111 10.2
(20 persons) (8)

- --------------------
* Less than 1%

(1) Based on 8,834,125 Shares outstanding on May 1, 2002.

(2) The address of ZIC Holdings Limited ("ZIC") is c/o Maples & Calder,
P.O. Box 309, Ugland House, South Church Street, Grand Cayman, Cayman
Island. The ChinaVest Funds (described below in Note 7) own a majority
of the voting securities of ZIC and therefore may be deemed to be the
beneficial owner of the Shares directly owned by ZIC.

(3) The address of HYP Holdings Limited ("HYP") is c/o Maples & Calder,
P.O. Box 309, Ugland House, South Church Street, Grand Cayman, Cayman
Island. The ChinaVest Funds (described below in Note 7) own a majority
of the voting securities of HYP and therefore may be deemed to be the
beneficial owner of the Shares directly owned by HYP.

(4) Based on the Form 13F filed May 11, 2001 by Heartland Advisors, Inc.
The address of Heartland Advisors, Inc. is 789 North Water Street,
Milwaukee, Wisconsin 53202.

(5) Based on Form 4 filings made on April 29, 2002, Gruber & McBaine
Capital Management LLC ("GMCM"), Jon D. Gruber ("Gruber"), J. Patterson
McBaine ("McBaine"), Thomas O. Lloyd-Butler ("Lloyd-Butler") and Eric
B. Swergold ("Swergold") beneficially own and have shared voting power
with respect to 956,700 Shares. Pursuant to Form 4 filings, Gruber also
has sole voting authority for an additional 168,500 Shares, and McBaine
also has sole voting authority for an additional 128,000 Shares. GMCM
is a registered investment advisor. Gruber and McBaine are managers,
members and portfolio managers of GMCM. Lloyd-Butler and Swergold are
members and portfolio managers of GMCM. The address for GMCM, Gruber,
McBaine, Lloyd-Butler and Swergold is 50 Osgood Place, San Francisco,
California 94133.

(6) Includes 511,228 Shares held indirectly as a shareholder of ZIC, and
such Shares may be deemed to be beneficially owned by ZIC. Also,
include 197,867 Shares held indirectly as a shareholder of HYP, and
such Shares may be deemed to be beneficially owned by HYP. Based on a
Schedule 13D/A filed on April 8, 1998, the following table sets forth
the aggregate number of Shares beneficially owned by the following
Advent funds:

ENTITY NUMBER OF SHARES
------ ----------------

Advent Global GECC Limited Partnership 64,683
----------------
Advent Global Management Limited Partnership 64,683
Advent Asia/Pacific Fund Limited Partnership 82,759
Asia/Pacific Special Situations Fund Limited Partnership 461,615
Global Private Equity II Limited Partnership 86,191
Global Private Equity II PGGM Limited Partnership 10,823
----------------
Advent International Limited Partnership 706,071
Advent International Investors II Limited Partnership 3,024
----------------
Advent International Corporation 709,095

Advent Advisory Corporation ("AIC") is an investment advisory firm. AIC
is the general partner of Advent International Limited Partnership
("AILP") and Advent International Investors II Limited Partnership.
AILP is the general partner of Advent Asia/Pacific Fund Limited
Partnership. Asia/Pacific Special Situations Fund Limited Partnership,
Global Private Equity II Limited Partnership, and Global Private Equity
II - PGGM Limited Partnership, which are venture capital investment
funds. AILP is also the general partner of Advent Global Management
Limited Partnership ("AGMLP") which, in turn is the general partner of
Advent Global GECC Limited Partnership, a venture capital investment
funds. As such, AIC has the sole power to vote and dispose of the
securities owned by the all of the above listed funds. The principal
business address for the above mentioned funds is c/o Advent
International Corporation, 101 Federal Street, Boston, Massachusetts
02110.

(7) Excludes 2,611,111 Shares owned by ZIC and 492,713 Shares owned by HYP
which may be deemed to be beneficially owned by ChinaVest. Based on a
Schedule 13D filed on October 2, 1998, ChinaVest consists of ChinaVest
Partners IV, a Delaware limited partnership ("Partners"), ChinaVest
Management Ltd., a Bermuda corporation ("Management"), ChinaVest IV,
L.P., a Delaware limited partnership ("IV"), ChinaVest IV-A, L.P., a
Delaware limited partnership ("IV-A") and ChinaVest IV-B, a Bermuda
limited partnership ("IV-B"). Partners is the general partner of IV and
IV-A, and Management is the general partner of IV-B. Mr. Theleen and
Mr. Ngan are general partners of Partners, and disclaim beneficial
ownership of the Shares that may be deemed to be beneficially owned by
ChinaVest, except to the extent they have a pecuniary interest in such
Shares.

(8) Includes 331,111, 20,000, 416,250, 5,000, 27,500, 30,000 and 20,000
ADSs issuable upon exercise of options within 60 days after the date of
this table with respect to Messrs. Gardiner, Guest, Ngan, Dunkel and
Seow, respectively, and an additional 51,250 ADSs issuable upon
exercise of options within 60 days after the date of this table with
respect to five officers not listed on the table.

EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

The Company's employee directors did not receive compensation for their services
for the fiscal year ended March 31, 2002.

The Company does not have a fixed compensation policy for its non-employee
directors. Rather, the Board determines the compensation for the Company's
non-employee directors annually. Messrs. Gilleran, Guest, Chan, Koulos, Seow and
Yang each received $30,000 in compensation for serving on the Board and any
committees thereof during the fiscal year ended March 31, 2002, and all
directors were reimbursed for their expenses for each Board or committee meeting
they attended.

COMPENSATION OF EXECUTIVES

The following table sets forth information concerning compensation of the
Company's five most highly compensated executive officers whose salary and bonus
exceeded $100,000 for the fiscal years ended March 31, 2000, 2001 and 2002
(collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------------- ----------------
FISCAL OTHER ANNUAL SECURITIES
YEAR COMPENSATION UNDERLYING
NAME AND PRINCIPAL POSITION ENDED SALARY ($) BONUS ($) ($) OPTIONS (#)
--------------------------- ----- ---------- --------- ------------ -----------

Peter A.J. Gardiner 2002 300,000 -- 7,000(8) --
Executive Chairman of 2001 150,000 -- -- 500,000
the Board (1) 2000 -- -- -- --

Alexander M.K. Ngan 2002 517,882 -- -- --
President and Chief 2001 452,083 64,103 -- 65,000
Executive Officer (2) 2000 455,000 146,532 -- --

Christopher Guest 2002 288,408(4) -- -- --
Chief Executive Officer, 2001 191,616(6) 68,837(6) 1,806(8) 80,000
Corgi Classics Ltd. 2000 124,722(7) 34,345(7) 21,812(7)(8) --

Trevor Dyer 2002 201,698(4) 33,989(4) 69,744(5)(8) --
Vice President - 2001 133,852(6) 42,549(6) 87,546(6)(8) --
Operations Development (3) 2000 93,211(7) 21,718(7) 59,231(7)(8) --

John H. Dunkel 2002 162,116 38,116 -- --
Vice President and 2001 152,500 16,856 18,000 20,000
General Manager, Corgi Classics, Inc. 2000 59,583 -- -- --

- --------------------

(1) Mr. Gardiner joined the Company in the fiscal year ended March 31,
2001.

(2) Mr. Ngan resigned from his position as President and Chief Executive
Officer and Director of the Company on November 12, 2001.

(3) Mr. Dyer served as Operations Director of Corgi Classics Ltd. for the
fiscal year ended March 31, 2001.

(4) Based on an exchange rate of $1.4407 = 1 British pound sterling as of
March 31, 2002.

(5) Based on an exchange rate of $1 = 7.8 Hong Kong dollars as of March 31,
2002.

(6) Based on an exchange rate of $1.4183 = 1 British pound sterling as of
March 31, 2001.

(7) Based on an exchange rate of $1.5922 = 1 British pound sterling as of
March 31, 2000. Includes only compensation for the eight months
commencing August 1999, the month that Corgi Classics Ltd. was
acquired.

(8) Comprised of automobile allowance, pension contribution, health
insurance premiums and, in respect of Mr. Dyer, residential rent
allowance.

COMPENSATION PURSUANT TO PLANS

No options were granted to the Named Executive Officers during the fiscal year
ended March 31, 2002.

The following table shows for the fiscal year ended March 31, 2002, certain
information regarding options held at year end by the Named Executive Officers.
No options were exercised by the Named Executive Officers during the fiscal year
ended March 31, 2002.

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
FOR FISCAL-YEAR ENDED MARCH 31, 2002

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END ($)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------

Peter A.J. Gardiner 299,444 200,556 - -
Alexander M.K. Ngan 416,250 48,750 3,859 11,578
Christopher Guest 20,000 60,000 4,750 14,250
Trevor Dyer - - - -
John H. Dunkel 5,000 15,000 1,188 3,563

The "Value of Unexercised In-the-Money Options at Fiscal Year-End" is based on a
value of $1.80 per share, the last reported sales price of the ADSs reported on
the Nasdaq National Market on March 28, 2002, less the per share exercise price,
multiplied by the number of Shares and/or ADSs issued upon exercise of the
option.

SERVICE AGREEMENTS

On October 1, 2000, Zindart Limited, a corporation organized under the laws of
Bermuda and an indirect wholly-owned subsidiary of the Company ("Zindart
Bermuda") entered into an employment agreement with Peter A.J. Gardiner. The
employment agreement provides that Mr. Gardiner will serve as the Chief
Executive Officer of Zindart Bermuda and perform such duties as determined by
the Board for a base salary of $300,000 per year plus a performance-based annual
bonus. Pursuant to the employment agreement, the Board of Directors of Zindart
Bermuda retains the discretion to increase Mr. Gardiner's base salary at any
time and in any amount as it so decides in its sole discretion. In addition,
effective October 31, 2000, Mr. Gardiner was granted options to purchase 500,000
ADSs representing 500,000 Shares of the Company, with 120,000 of the ADSs
vesting immediately upon the grant. Of the remaining 380,000 ADSs, one third
vests on October 31, 2001 and the remaining two-thirds vest monthly over the
following two year period. Zindart Bermuda may terminate Mr. Gardiner's
employment with or without "cause" as defined in the employment agreement.
However, if Zindart Bermuda terminates Mr. Gardiner without "cause," Zindart
Bermuda must pay him severance equal to one full year of his base salary.

The Company entered into a service agreement dated May 8, 2001 with Alexander
M.K. Ngan. Mr. Ngan resigned from his position as President and Chief Executive
Officer and Director of the Company on November 12, 2001.

Corgi entered into service agreements with Christopher Guest and Trevor Dyer on
July 28, 1999. These service agreements have no fixed term. Mr. Guest's service
agreement is terminable by three months notice from Mr. Guest and one year from
Corgi. Mr. Dyer's service agreement is terminable by one month's notice from Mr.
Dyer and six months from Corgi. Mr Dyer retired in March 2002.

Corgi entered into a service agreement with John H. Dunkel on November 15, 1999.
The service agreement has no fixed term.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Pursuant to its Articles of Association, the Company may indemnify any director,
officer or auditor of the Company out of assets of the Company against any
liability incurred by him in the performance of his duties or in defending any
proceedings, whether civil or criminal, in which judgment is given in his favor
or which he is acquitted. Provided, however, that no such indemnity shall apply
in respect of liability for negligence, default, breach of duty or breach of
trust in relation to the affairs of the Company.

REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION (1)

The Company applies a consistent philosophy to compensation for all employees,
including senior management. It is based on the premise that achievements of the
Company result from the coordinated efforts of all individuals working toward
common objectives focused on meeting customer and shareholder expectations.

The goals of the Company's compensation program are to align compensation with
business objectives and performance while enabling the Company to attract,
retain and reward employees who contribute to the long-term success of the
Company. In all cases, attention is given to fairness in the administration of
compensation and to assuring that all employees understand the related
performance evaluation and administrative process.

The Company's compensation program for executive officers is based on the
principles described above and it is administered by the Compensation Committee.

The Company's executive compensation is intended to be consistent with leading
companies in the Company's industry while being contingent upon the Company's
achievement of near- and long-term objectives and goals. For the fiscal year
ended March 31, 2002, the principal measures the Compensation Committee looked
to in evaluating the Company's progress towards these objectives and goals were
growth in revenues, net profits and customer satisfaction. The Company's
executive compensation is based on four components, each of which is intended to
serve the overall compensation philosophy.

BASE SALARY

Base salary is targeted toward the middle to the top of the range established by
comparable manufacturing companies in the People's Republic of China and Hong
Kong. Base salaries are reviewed annually to ensure that the Company's salaries
are competitive within the target range.

MERIT INCREASE

Merit increases are designed to encourage management to perform at consistently
high levels. Salaries for executives are reviewed by the Compensation Committee
on an annual basis and may be increased at that time based on the Compensation
Committee's agreement that the individual's overall contribution to the Company
merits recognition. The salary adjustments reflected in the Summary Compensation
Table were also affected, in the case of executive officers other than the Chief
Executive Officer, by the evaluation of individual contributions to the Company
as provided to the Compensation Committee by the Chief Executive Officer.

BONUSES

Bonuses for executives are intended to be used as an incentive to encourage
management to perform at a high level or to recognize a particular contribution
by an employee or exceptional Company performance. Generally, the higher the
employee's level of job responsibility, the larger the portion of the
individual's compensation package that may be represented by a bonus. As is
customary in Hong Kong and the People's Republic of China, the range of possible
bonus amounts are determined upon commencement of employment. The actual bonus
amount must be approved by the Chief Executive Officer and the Compensation
Committee in the case of executives other than the Chief Executive Officer and
by the Compensation Committee alone in the case of the Chief Executive Officer.
In determining the bonus element of compensation, the Compensation Committee
places particular emphasis on the Company's performance against the management
objectives and goals described above.

STOCK OPTIONS

The Compensation Committee believes that stock ownership by management is
beneficial in aligning management and shareholder interests with respect to
enhancing shareholder value. Stock options are also used to retain executives
and motivate them to improve long-term stock market performance. Stock options
are granted at the prevailing market value and will only have value if the
Company's stock price increases. Generally, stock option grants vest 25% per
year over four years.

The Compensation Committee determines the number of options to be granted based
upon the competitive marketplace, with a particular focus on determining what
level of equity incentive is necessary to retain a particular individual.
Outstanding historical performance by an individual is additionally recognized
through larger than normal option grants.

CHIEF EXECUTIVE OFFICER

The Compensation Committee uses the same philosophy described above with respect
to other executive officers in setting the compensation for the Chief Executive
Officer of the Company or any of its subsidiaries.

COMPENSATION COMMITTEE

Leo Paul Koulos, Chairman
Robert A. Theleen
Victor Yang

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Koulos, Mr. Theleen and Mr. Yang served on the Compensation Committee in
fiscal year ended March 31, 2002. No director or executive officer of the
Company serves on the compensation committee of the board of directors of any
company for which Mr. Koulos, Mr. Theleen or Mr. Yang serve as executive
officers or directors.

- --------------------

(1) This section is not "soliciting material," is not deemed "filed" with
the SEC, and is not incorporated by reference into any of our filings
under the 1933 Act or the 1934 Act, whether made before or after the
date hereof and irrespective of any general incorporation language
contained in such filing.

REPORT OF THE AUDIT COMMITTEE (2)

The Audit Committee is comprised of two outside directors, both of whom are
independent under Rule 4200(a)(14) of the National Association of Securities
Dealers' ("NASD") listing standards. Mr. Gilleran served on the Audit Committee
during a portion of the fiscal year ended March 31, 2002; however, on November
28, 2001, Mr. Gilleran resigned from the Audit Committee. During the fiscal year
ended March 31, 2001, the Board approved and adopted a written charter, which
sets forth the Audit Committee's duties and responsibilities and reflects new
SEC regulations and NASD rules. The Board is in the process of searching for a
suitable replacement for Mr. Gilleran on the Audit Committee.

The Audit Committee has reviewed and discussed the Company's audited financial
statements for the fiscal year ended March 31, 2002 with management and with the
Company's then-current independent auditors, Arthur Andersen & Co. The Audit
Committee has discussed with Arthur Andersen & Co the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct of
the audit. The Audit Committee has received the written disclosures and the
letter from Arthur Andersen & Co required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and has
discussed with Arthur Andersen & Co their independence. The Audit Committee has
considered the compatibility of the provision of non-audit services with
maintaining the auditor's independence.

Based on the Audit Committee's review of the audited financial statements and
the review and discussions described in the foregoing paragraph, the Audit
Committee recommended to the Board that the audited financial statements for the
fiscal year ended March 31, 2002 be included in the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 2002 for filing with the SEC.

AUDIT COMMITTEE

Leo Paul Koulos
Victor Yang

- --------------------

(2) This section is not "soliciting material," is not deemed "filed" with
the SEC, and is not incorporated by reference into any of our filings
under the 1933 Act or the 1934 Act, whether made before or after the
date hereof and irrespective of any general incorporation language
contained in such filing.

AUDIT FEES

The aggregate fees billed by Arthur Andersen & Co for professional services
rendered for the audit of the Company's annual financial statements for the
fiscal year ended March 31, 2002, and for the review of the financial statements
included in the Company's quarterly reports on Form 10-Q for that fiscal year
were approximately $221,484.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The Company did not incur any fees billed by Arthur Andersen & Co for
professional services rendered for information technology services relating to
financial information systems design and implementation for the fiscal year
ended March 31, 2002.

ALL OTHER FEES

The aggregate fees billed by Arthur Andersen & Co for professional services
rendered to the Company other than for services described above under "Audit
Fees" and "Financial Information Systems Design and Implementation Fees," for
the fiscal year ended March 31, 2002, were approximately $105,948. Other
professional services consisted primarily of tax services. The Board has
determined that the rendering of these other professional services by Arthur
Andersen & Co is compatible with maintaining the auditor's independence.

PERFORMANCE MEASUREMENT COMPARISON (3)

Set forth below is a line graph comparing (a) the cumulative total shareholder
return of an investment of $100 in cash on March 31, 1997; in the Company's
ADSs, based on its closing price on that day, with (b) the Standard & Poor's
Small Cap 600 Index and (c) the Russell 2000 Index. All values assume
reinvestment of the full amount of all dividends and are calculated as of March
31 of each year. This graph assumes that the value of the investment in the
Company's Shares was $100 on March 31, 1997 for each of the comparison groups.
The performance on the following graph is not necessarily indicative of future
stock price performance.

ZINDART LIMITED S & P SMALL CAP 600 RUSSELL 2000
--------------- ------------------- ------------

3/97 100.00 100.00 100.00
3/98 154.05 146.50 140.32
3/99 60.81 117.49 116.08
3/00 47.30 152.42 157.37
3/01 19.59 149.38 131.52
3/02 19.46 180.84 147.85

- --------------------

3) This section is not "soliciting material," is not deemed "filed" with
the SEC, and is not incorporated by reference into any of our filings
under the 1933 Act or the 1934 Act, whether made before or after the
date hereof and irrespective of any general incorporation language
contained in such filing.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since April 1, 2002, there has not been, nor is there currently proposed, any
transaction or series of similar transactions to which we were or are to be a
party in which the amount involved exceeds $60,000 and in which any director,
executive officer or holder of more than 5% of our common stock, or an immediate
family member of any of the foregoing, had or will have a direct or indirect
interest other than compensation arrangements, which are described above and the
transactions described below.

OTHER TRANSACTIONS

No substantial contracts concerning the management and administration of the
Company were entered into or existed during fiscal year ended March 31, 2002.

All future transactions with affiliates will be approved by a committee of
disinterested directors.

OTHER MATTERS

The Board knows of no other matters that will be presented for consideration at
the Annual General Meeting. If any other matters are properly brought before the
meetings, it is the intention of the persons named in the accompanying proxy to
vote on such matters in accordance with their best judgment.

By Order of the Board of Directors,

/s/ PETER A.J. GARDINER
--------------------------------------------
Peter A.J. Gardiner
Executive Chairman of the Board of Directors

July 29, 2002

A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2002 IS AVAILABLE WITHOUT
CHARGE UPON WRITTEN REQUEST TO: SECRETARY, ZINDART LIMITED, FLAT C & D, 25/F,
BLOCK 1, TAI PING INDUSTRIAL CENTRE, 57 TING KOK ROAD, TAI PO, NEW TERRITORIES,
HONG KONG S.A.R., CHINA.

ZINDART LIMITED

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 5, 2002

The undersigned, being a shareholder of Zindart Limited (the "Company"), hereby
appoints Robert A. Theleen or ____________________(*), as attorney and proxy of
the undersigned, with full power of substitution, to vote all of the shares of
the Company that the undersigned may be entitled to vote at the Annual General
Meeting of Shareholders of the Company to be held on Thursday, September 5,
2002, at 2:00 p.m. local time at The City Club of San Francisco, The Stock
Exchange Tower, 155 Sansome Street, 10th Floor, San Francisco, California,
United States of America, and at any and all postponements, continuations and
adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.

(*) If a proxy other than Robert A. Theleen is preferred, strike out this name
and insert the name of the desired proxy in the space provided.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 2 AND FOR PROPOSALS 1, 3 AND 4, AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS
PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 1.

PROPOSAL 1: To adopt the audited financial statements and the
reports of the directors and auditors of the Company for
the fiscal year ended March 31, 2002.

______ FOR ______ AGAINST ______ ABSTAIN

MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.

PROPOSAL 2: To elect the following nominees for director until the
next Annual General Meeting of Shareholders and until
their successors are elected.

Mr. Peter A.J. Gardiner FOR _____ AGAINST _____ ABSTAIN _____
Mr. Robert A. Theleen FOR _____ AGAINST _____ ABSTAIN _____
Mr. George Chen FOR _____ AGAINST _____ ABSTAIN _____
Mr. Christopher Guest FOR _____ AGAINST _____ ABSTAIN _____
Mr. Leo Paul Koulos FOR _____ AGAINST _____ ABSTAIN _____
Mr. Gordon L.M. Seow FOR _____ AGAINST _____ ABSTAIN _____
Mr. Victor Yang FOR _____ AGAINST _____ ABSTAIN _____
Ms. Monique S.H. Lau FOR _____ AGAINST _____ ABSTAIN _____

MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 3 AND 4.

PROPOSAL 3: To authorize the Board to issue all or part of the
authorized but unissued Ordinary Shares of the Company,
in such manner and to such persons as the Board shall
deem fit in its absolute discretion, such authorization
to lapse at the Company's next annual general meeting.

______FOR ______AGAINST ______ABSTAIN

PROPOSAL 4: To appoint KPMG as independent auditors of the Company
for the fiscal year ending March 31, 2003.

______FOR ______AGAINST ______ABSTAIN

Dated: __________, 2002 ----------------------------------------
SIGNATURE(S)
Please sign exactly as your name appears
hereon. If the stock is registered in
the names of two or more persons, each
should sign. Executors, administrators,
trustees, guardians and
attorneys-in-fact should add their
titles. If signer is a corporation,
please give full corporate name and have
a duly authorized officer sign, stating
title. If signer is a partnership,
please sign in partnership name by
authorized person.

PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PREPAID
RETURN ENVELOPE.