09:40 SUNNY GLOBAL<01094> - Announcement (2) as the Shareholders are concerned and are in the interests of the Company and the Shareholder as a whole. Information on Popular Asset: Popular Asset was incorporated in Hong Kong in August 2003. Based on the unaudited management accounts of Popular Asset for the period from 8 August 2003 (being the date of incorporation of Popular Asset) to 31 October 2004, Popular Asset recorded a net loss of approximately HK$107,000 and no profits tax was incurred as Popular Asset did not derive any assessable profit for the same period. Based on the same accounts, the total assets value of Popular Asset as at 31 October 2004 was approximately HK$2.4 million. Popular Asset is principally engaged in the business of the provision of information technology and telecommunication facility management services. It operates a data center in Hong Kong which provides a wide range of services, such as server hosting and facilities management, internet connectivity, systems management and internet technology services and other value-added services. Conditions of the Acquisition: Completion of the Acquisition is conditional on the satisfaction of, amongst others, the following conditions on or before 31 January 2005 or at such later date as extended in writing between the Purchaser and the Vendor:- (a) the Purchaser being satisfied with the results of the due diligence review on the business, operation and assets of Popular Asset; and (b) all necessary consents required (if any) in relation to the Acquisition being granted by third parties (including governmental or official). If any of the above conditions is not satisfied or waived by 31 January 2005 (or such other date as the parties may agree), the Acquisition Agreement will lapse. The Acquisition Agreement will be completed on the day upon the fulfillment of the conditions or such other date as the parties may agree. The expected date of Completion shall be on or before 31 January 2005. Reasons for the Acquisition: The Group is principally engaged in the design, manufacture and sale of a wide range of leisure and athletic footwear. The Group is also engaged in information technology business such as the provision of system integration services and the development of information technology infrastructure network in the PRC. The Board is of the view that the information technology businesses of the Group shall be strengthened and diversified by the Acquisition. Popular Asset currently operates a data center in Hong Kong. The Acquisition is expected to bring a potential source of recurring income to the Group and provides synergies to the existing information technology related businesses of the Group. The Directors are optimistic that the Acquisition will strengthen the network platform of the Group and facilitate the Company towards the imminent information technology related business opportunities in Hong Kong and the PRC. Given the potentials of the information technology market in the PRC and Hong Kong, the Company shall continue to explore any opportunity for the development and investment of the information technology business in the PRC and Hong Kong. General 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 will be despatched to the Shareholders as soon as practicable. As at the date of this announcement, Messrs. Lee Man Fa, Lin Huis Sheng, Kwok Ming Fai and Tai King Foon are the executive Directors and Messrs. Kan Siu Lun, Liu Kwok Wah and Leung Sai Cheong are the independent non-executive Directors. Terms used in this announcement `Acquisition' the acquisition by the Purchaser from the Vendor of the entire issued share capital of Popular Asset pursuant to the Acquisition Agreement `Acquisition Agreement' the conditional sale and purchase agreement entered into between the Vendor and the Purchaser dated 7 January 2005 in connection with the Acquisition `Board' the board of Directors `Company' Sunny Global Holdings Limited, a company incorporated in Bermuda with limited liability and the