09:20 G-VISION INT'L<00657>-Announcement&Resumption of Trading(3) Tanson is an investment holding company which is the foreign joint venture party of CJV. Tanson's only asset is the entire equity interest in CJV. CJV is a co-operative joint venture enterprise established in the PRC which operates a hotel, namely * Harbour International Hotel in Huizhou, Guangdong Province, PRC. CJV has a term of 38 years commencing from 20 June, 1985. Under the joint venture agreement between the parties in respect of CJV, the Chinese party is entitled to pre-determined rental payments and is not entitled to share the profits of CJV. The audited net loss after extraordinary items and before taxation of Tanson for the two years ended 31 March, 2004 were approximately HK$3,251,000 and HK$3,557,000 respectively. The audited net loss after extraordinary items and taxation of Tanson for the two years ended 31 March, 2004 were approximately HK$3,251,000 and HK$3,557,000 respectively. The total assets value of Tanson as at 30 September, 2004 was approximately HK$14,052,000. The net liabilities of Tanson as at 30 September, 2004 amounted to HK$54,050,000. The hotel operated by CJV is the only hotel operation of the Group. As the hotel has been operated at a loss continuously and it is the Group's current intention to employ all of its resources in the operation of Chinese restaurants and the manufacture and sale of environmental friendly paper tableware, the Group decided to dispose of its entire interest in Tanson. Following Completion, Tanson will cease to be a subsidiary of the Company. Subject to the review of the Company's auditors and based on the unaudited management accounts of Tanson as at 30 September, 2004, the Directors estimate that the Group will incur a loss of around HK$1,000,000 as a result of the disposal. 5. Connection between the parties and the connected transaction Shangrila, which is a substantial shareholder of Tanson, is held as to 87.5% by Chan Muk Ching and 12.5% by Cheng Oi Kam, the spouse of Chan Muk Ching. Bestview is held as to 60% by Chan Muk Ching and 40% by two independent third parties not connected with the Group or any of its directors, chief executives or substantial shareholders or their respective associates. Accordingly, Bestview is a connected person of the Company under the Listing Rules and the Agreement constitutes a connected transaction of the Company under the Listing Rules and is conditional upon the approval of the Shareholders (excluding those Shareholders prohibited by the Listing Rules from voting on the resolution) voting at a special general meeting convened to approve the Agreement on the terms specified therein pursuant to Rule 14A.18 of the Listing Rules. No Shareholder will be required to abstain from voting as none of Chan Muk Ching or his associates has any shareholding interest in the Company. 6. Major transaction As the percentage ratio for the Transaction is more than 25% but less than 75%, the Transaction constitutes a major transaction of the Company under Rule 14.06(3) of the Listing Rules and is conditional upon the approval of the Shareholders (excluding those Shareholders prohibited by the Listing Rules from voting on the resolution) voting at a special general meeting convened to approve the Agreement on the terms specified therein pursuant to Rule 14.40 of the Listing Rules. No Shareholder will be required to abstain from voting as none of Chan Muk Ching or his associates has any shareholding interest in the Company. The Directors consider that the terms of the Agreement have been arrived at after arm's length negotiation and are normal commercial terms which are fair and reasonable so far as the Shareholders are concerned and are in the interest of the Company.