09:39 SUNNY GLOBAL<01094> - 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. SUNNY GLOBAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 1094) DISCLOSEABLE TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF POPULAR ASSET LIMITED On 7 January 2005, the Purchaser, a wholly-owned subsidiary of the Company, entered into the Acquisition Agreement with the Vendor pursuant to which the Purchaser would acquire the entire issued share capital of Popular Asset Limited for a Consideration of HK$15,000,000 (subject to downward adjustment). The Acquisition constitutes a discloseable transaction of the Company under Rule 14.06 (2) of the Listing Rules. A circular containing, amongst others, further details of the Acquisition Agreement will be despatched to the Shareholders as soon as practicable. THE ACQUISITION AGREEMENT Date and parties to the Acquisition: Date: 7 January 2005 Vendor: Fortis Development Limited. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Vendor and its ultimate beneficial owner are third parties independent of the Group and connected persons (as defined in the Listing Rules) of the Group. Purchaser: Appraise Asia Investments Limited, a wholly-owned subsidiary of the Company The Acquisition: The Purchaser agreed to acquire from the Vendor the entire issued share capital of Popular Asset. Consideration: The Consideration for the Acquisition is HK$15,000,000 which will be settled by internal resources of the Company and payable by cash at Completion. In the event that the audited total assets value of Popular Asset as at 31 December 2004 as shown in its audited financial statements for the period from 8 August 2003 (being the date of incorporation of Popular Asset) to 31 December 2004 is less than HK$1,500,000, the Consideration will be adjusted downwards. The Consideration is not subject to any upward adjustment. Any downward adjustment to the Consideration will be payable by the Vendor to the Purchaser in cash on or before 30 June 2005. The Consideration was arrived at after arm's length negotiation and is on normal commercial terms. The Consideration was determined by the parties having regard to the valuation of Popular Asset as at 1 December 2004 in the amount of HK$15,500,000 valued by Castores Magi Asia Limited, a valuer which is independent of the Group and connected persons (as defined in the Listing Rules) of the Group. Such valuation of Popular Asset was based on the discounted cash flow method. The valuation was based on the principal assumptions that, including but not limited to, (i) there will be no material changes from political, legal, economic or financial aspects in the jurisdictions in which Popular Asset currently runs or intends to run its business which will materially affect its operation; (ii) there will be no substantial market fluctuation in the industry in the jurisdictions or states in which Popular Asset currently runs or intends to run its business, which will materially affect its operations and the revenues attributable to shareholders; and (iii) the management of Popular Asset will not make any decision which is harmful to the revenue generation ability of Popular Asset's business. The Company's reporting accountants have confirmed that they have reviewed the accounting policies and calculation relating to the valuation. The Board has confirmed that the Directors have carried out due and careful enquiries in respect of the valuation. The Directors are of the view that the terms of the Acquisition Agreement including the Consideration are fair and reasonable so far