09:28 CHEVALIER INT'L<00025> - Announcement (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. CHEVALIER INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock code: 025) DISCLOSEABLE TRANSACTION FORMATION OF A JOINT VENTURE COMPANY On 11th December, 2004, Citiway, a wholly-owned subsidiary of the Company, entered into the Joint Venture Agreement with the JV Partner for the establishment of the Joint Venture Company, an equity joint venture company established in the PRC. Upon the establishment, the Joint Venture Company will be owned as to 46% by the Group and as to 54% by the JV Partner. Pursuant to the Joint Venture Agreement, the Joint Venture Company will carry out four property development projects. Pursuant to the Joint Venture Agreement, the total investment of the Joint Venture Company will amount to RMB125.0 million (equivalent to approximately HK$117.9 million) with registered capital of RMB50.0 million (equivalent to approximately HK$47.2 million). The registered capital of the Joint Venture Company will be contributed as to RMB23.0 million in cash (equivalent to approximately HK$21.7 million) by the Group and as to RMB27.0 million in cash (equivalent to approximately HK$25.5 million) by the JV Partner. The Group and the JV Partner will contribute their own share of registered capital in cash within one month after the issue of the Joint Venture Company's business license. The Group and the JV Partner also agreed to provide shareholder's loan to the Joint Venture Company of amount RMB127.0 million in cash (equivalent to approximately HK$119.8 million) and RMB149.2 million in a form of parcel of land (equivalent to approximately HK$140.8 million) respectively for the Xi Ling Project. In addition, the Group will also advance an amount of RMB50.0 million (equivalent to approximately HK$47.2 million) to the Joint Venture Company as part of the cost for the demolition work under phase two of the Xi Ling Project. The entering into of the Joint Venture Agreement constitutes a discloseable transaction of the Company under the Listing Rules. A circular containing further details of the Joint Venture Agreement will be despatched to the shareholders of the Company as soon as practicable. THE JOINT VENTURE AGREEMENT DATED 11TH DECEMBER, 2004 Parties: The foreign party: Citiway, a wholly-owned subsidiary of the Company The PRC party: Shenzhen Golden Peak Investment Development Co., Ltd., a company established in the PRC with limited liability which is principally engaged in the property investment. To the best knowledge, information and belief of the Directors and after making all reasonable enquiries, as at the date of announcement, the JV Partner and its ultimate beneficial owners are not connected persons of the Company (as defined under the Listing Rules) and are third parties independent of and not connected with the Company and its connected persons (as defined under the Listing Rules). The Joint Venture Company Pursuant to the terms and conditions of the Joint Venture Agreement, Citiway and the JV Partner have agreed to set up the Joint Venture Company as an equity joint venture company in the PRC for a term of 50 years commencing from the date of issue of business license of the Joint Venture Company. As at the date of this announcement, the business license of the Joint Venture Company has not been issued yet. The scope of business of the Joint Venture Company includes property development, management of service apartment, shopping mall, hotel, motel and guesthouse, property management, sale and lease of properties and other related services.