09:22 TINGYI<00322> - Announcement (1) The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. TINGYI (CAYMAN ISLANDS) HOLDING CORP. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 322) CONTINUING CONNECTED TRANSACTIONS In accordance with the Purchasing Agreement entered into between Master Kong (Taiwan), a wholly owned subsidiary of the Company, and Ting Hsin Oil on 14th January 2005 to replace the former purchasing agreement between the same parties which has expired on 31st December 2004 details of which were announced by the Company on 6th January 2004, Master Kong (Taiwan) will continue to purchase processed oil from Ting Hsin Oil for the manufacturing of instant noodles in Taiwan during the period from 1st January 2005 to 31st December 2005. Ting Hsin Oil is a company incorporated in Taiwan. 60.4 per cent. interest of the company is owned by Messrs Wei Ing-Chou and Mr Wei Ying-Chiao, the two executive directors of the Company, and their brothers, namely Messrs Wei Yin-Chun and Wei Yin-Heng; and the remaining 39.6 per cent. interest is owned by other relatives of Mr Wei. Accordingly, Ting Hsin Oil is deemed to be a connected party of the Company under the Listing Rules. The Purchasing Agreement involves transactions which occur on a recurring basis over a period of time. Hence, the transactions will constitute continuing connected transactions of the Company. It is estimated that the total amount of the purchases under the Purchasing Agreement during the period from 1st January 2005 to 31st December 2005 will not exceed NTD80,000,000 (approximately HK$19,417,476 at the exchange rate of HK$1:NTD4.12). Since the applicable percentage ratios (other than the profits ratio) for the annual amount of the Purchasing Agreement are estimated to be less than 2.5% during the period from 1st January 2005 to 31st December 2005, the transactions are only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules. Details of these transactions under the Purchasing Agreement will be included in the Company's next published annual report and accounts in accordance with the Listing Rules. Renewal of continuing connected transactions with Ting Hsin Oil Date Purchase agreement (the `Purchase Agreement') was made on 14th January 2005. Parties Master Kong (Taiwan) Foods Company Limited (`Master Kong (Taiwan)') is a wholly owned subsidiary of Tingyi (Cayman Islands) Holding Corp. (the `Company'). Ting Hsin Oil & Fat Industrial Company Limited (`Ting Hsin Oil') is a company incorporated in Taiwan. It is engaged in the manufacture and sales of processed oil in Taiwan. Terms 1. Ting Hsin Oil will provide processed oil to Master Kong (Taiwan) for the manufacturing of instant noodles between the period from 1st January 2005 to 31st December 2005. 2. During the period from 1st January 2005 to 31st December 2005, it is estimated that Master Kong (Taiwan) will purchase processed oil maximum up to approximately 5,000 tonnes from Ting Hsin Oil at a maximum transaction amount of NTD80,000,000 (approximately HK$19,417,475 at the exchange rate of HK$1: NTD4.12). The amount to be settled will be calculated on the volume actually purchased. The maximum amount is determined based upon information provided by Master Kong (Taiwan) primarily taking into account (i) the historical amounts of purchases paid by Master Kong (Taiwan) to Ting Hsin Oil for the year ended 31st December 2004 of approximately NTD42,937,520, and (ii) expected increase in sales and market share of Master Kong (Taiwan) and expected increase in demand of Taiwan market. This maximum amount also considers the effect from any adjustments by Master Kong (Taiwan) in sales price and product mix. The Board is of the view that the maximum amount is fair and reasonable. 3. Any party shall not transfer its obligations and interests entitled under the Purchasing Agreement to third parties without the consent of both parties.