09:29 NORSTAR<02339> - Announcement & Resumption of Trading (1) 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. NORSTAR FOUNDERS GROUP LIMITED (incorporated in the Cayman Islands with limited liability) (Stock code: 2339) Announcement Discloseable and Connected Transaction In relation to the subscription of 8,000 shares in, representing 40% of, the enlarged issued share capital of Profound Global Limited The Board is pleased to announce that on 25 November, 2004, the Subscriber, an indirect wholly-owned subsidiary of the Company, entered into the Agreement with Profound Global and Mr. Liu. Pursuant to the Agreement, the Subscriber has agreed to subscribe, and Profound Global has agreed to issue and allot, the Subscription Shares at the Subscription Price of HK$181,660,377. The Agreement is conditional upon, among other things, the due obtaining of all consents, approvals, permits and authorizations of all relevant governmental authorities or regulatory bodies in Hong Kong which are considered necessary by the Subscriber and/or the Company for the execution, implementation and completion of the Agreement. The Subscription Shares represent 40% of the enlarged issued share capital of Profound Global. Profound Global is an investment holding company and the sole asset of which is its 100% shareholding interest in Profound Automotive, which in turn owns 100% equity interests in each of Grandwell and Profound Automobile. Upon Completion, Profound Global will become an associated company of the Company. In accordance with HKGAAP, the assets and liabilities and the results of the Profound Global Group will be included by way of equity accounting in the Group's financial statements. Profound Global is a company beneficially owned by Mr. Liu. Mr. Liu was an independent non-executive Director of the Company within the preceding 12 months, therefore a connected person of the Company. In view of the size of the Subscription and the relationship between the Company and Mr. Liu, the transaction contemplated under the Agreement constitutes a discloseable and connected transaction of the Company under the Listing Rules. Completion of the Agreement is conditional upon the approval of the Shareholders. Written approval of the Agreement has already been obtained from Century Founders, the controlling shareholder of the Company holding approximately 61.54% of the issued share capital of the Company. An application has been made by the Company to the Stock Exchange for a waiver from strict compliance with the Listing Rules regarding the holding of a physical shareholders' meeting for the approval of the Agreement pursuant to rule 14A.43 of the Listing Rules. A circular containing, among other things, a letter from an independent financial adviser containing its views on the Subscription, the recommendation of the independent non-executive Directors and details of the Subscription will be despatched to the Shareholders as soon as practicable. At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 26 November, 2004 pending the released of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 1 December, 2004. The Board is pleased to announce that the Agreement is entered into between the Subscriber, Profound Global and Mr. Liu with the following details: General information of the Agreement Date: 25 November, 2004 Subscriber: Norstar Automobile Industrial Holding Limited, an indirect wholly-owned subsidiary of the Company whose principal business is investment holding Subject Company: Profound Global Guarantor: Mr. Liu As Mr. Liu was an independent non-executive Director of the Company within the preceding 12 months, Mr. Liu is therefore a connected person of the Company.