09:54     KARCE INTL HOLD<01159> - Announcement (4)                           

    the consideration has been paid or will be payable in cash, the           
    Directors believe that the proceeds received or receivable from           
    the Disposal will also strengthen the cash flow position of the           
    Group. Accordingly, the Directors believe that the Disposal will          
    be beneficial to the Company and the Shareholders as a whole.             
                                                                              
    The net proceeds of the Disposal will be applied as additional            
    working capital of the Group.                                             
                                                                              
    The net profit before taxation and extraordinary items of DTEC            
    for the two years ended on 31st December, 2002 and 31st December,         
    2003 amounted to approximately HK$5,273,300 and HK$320,800                
    respectively and the net profit after taxation and extraordinary          
    items of DTEC for the two years ended on 31st December, 2002              
    and 31st December, 2003 amounted to approximately HK$4,634,900            
    and HK$320,800 respectively .                                             
                                                                              
    The Directors confirmed that the gain or loss arising from the            
    Disposal shall be the difference between the proceeds from the            
    Disposal and the total of: (1) the carrying amount of all assets          
    less liabilities pursuant to the relevant Hong Kong Accounting            
    Standards/Statements of Standard Accounting Practice issued by            
    the Hong Kong Institute of Certified Public Accountants; (2)              
    the related unamortised goodwill and (3) the related accumulated          
    exchange reserve of DTEC, as of the date of completion.                   
                                                                              
    The Directors are of the view that the Group is not able to               
    determine the gain or loss arising from the Disposal as at the            
    date of this announcement as the information required for such            
    calculation as explained above will not be available until the            
    date of completion of the Disposal. In view of the foregoing,             
    the Directors are of the view that it will not be possible and            
    appropriate for the Company to disclose such gain or loss arising         
    from the Disposal in this announcement as any disclosure of the           
    same will be misleading and inaccurate. The Group will make               
    relevant disclosure regarding the gain or loss arising from the           
    Disposal as soon as the same can be ascertained in its forthcoming        
    annual report for the year ended 31st December, 2004 or if the            
    same can be ascertained before the issue of the annual report,            
    in further announcement(s).                                               
                                                                              
    The Directors consider that the terms of the Agreement have been          
    arrived at after arm's length negotiations based on normal                
    commercial terms and to be fair and reasonable and in the                 
    interests of the Shareholders as a whole.                                 
                                                                              
    GENERAL                                                                   
                                                                              
    The Disposal contemplated under the Agreement constituted a               
    discloseable transaction of the Company under the Listing Rules.          
    A circular containing details of the Disposal will be sent to             
    the Shareholders as soon as possible.                                     
                                                                              
    As at the date of this announcement, the Board consists of four           
    executive Directors, Mr. Tong Shek Lun, Mr. Li Ka Fai, Fred,              
    Ms. Ko Lai King, Kinny and Ms. Chung Wai Yu, Regina, two                  
    non-executive Directors, Mr. Lee Kwok Leung and Mr. Yang Yiu              
    Chong, Ronald Jeffrey and three independent non-executive                 
    Directors, Mr. Sun Yaoquan, Mr. Tsao Kwang Yung, Peter and Mr.            
    Goh Gen Cheung.                                                           
                                                                              
    DEFINITIONS                                                               
                                                                              
    The following defined terms are used in this announcement:                
                                                                              
    "Agreement"     the # (Equity Interests Transfer                          
    Agreement) dated 4th January, 2005 entered into between