09:31 TANRICH<00812> - 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. TANRICH FINANCIAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 812) DISCLOSEABLE TRANSACTION AND ANNOUNCEMENT PURSUANT TO RULE 13.13 OF THE LISTING RULES On 19 January 2005, Tanrich Finance, an indirect wholly-owned subsidiary of the Company, entered into a Supplemental Loan Agreement with GPD to extend a term loan facility to GPD in a principal amount of HK$15 million, upon partial repayment of principal amount of HK$5 million under the Loan Agreement. The Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and an advance to an entity pursuant to Rule 13.13 of the Listing Rules. A circular in connection with the Transaction will be dispatched to the shareholders of the Company as soon as practicable. SUPPLEMENTAL LOAN AGREEMENT Date: 19 January 2005 Parties: Lender: Tanrich Finance, an indirect wholly-owned subsidiary of the Company. Borrower: GPD. The Directors confirm that, to the best of their knowledge, information and belief having made all reasonable enquiry, GPD and its ultimate beneficial owners are independent third parties not connected with any of the Directors, chief executives or substantial shareholders of the Company or any of its subsidiaries or their respective associates, as defined in the Listing Rules. Terms: Pursuant to the Supplemental Loan Agreement, upon partial repayment of principal amount of HK$5 million under the Loan Agreement, Tanrich Finance has conditionally agreed to extend the Reduced Facility to GPD for a further period of six months immediately on the Loan Repayment Date, in a principal amount of HK$15 million (the "Loan") which shall be repayable, together with all interest thereon accrued, by GPD on 18 July 2005. GPD may prepay the Loan partially in multiples of HK$1 million any time or in full after a period of three months from the date of the Supplemental Loan Agreement. Save as the above, all other principal terms of the Reduced Facility remain unchanged which were disclosed in the announcements of the Company dated 20 July 2004 and 21 July 2004 as follows: (A) The interest payable in arrears on the amounts due from GPD to Tanrich Finance under the Reduced Facility in respect of each interest period will be at a rate of 12 per cent. per annum. This rate was determined with regard to prevailing market interest rates and with reference to the nature of the Transaction. If applicable, default interest will be payable at a rate of 18 per cent. per annum. GPD agreed and covenanted to pay Tanrich Finance on demand by notice in writing of Tanrich Finance made to GPD at each interest period all sums of money due and payable in respect of all or any of the Reduced Facility together with all interest thereon accrued. (B) Security has been provided by GPD to Tanrich Finance in relation to the Reduced Facility in the following forms: (i) an assignment, mortgage and charge in respect of GPD's rights to certain sales receivables; (ii) a charge over certain property assets; and (iii) a personal guarantee from a director of GPD in favour of Tanrich Finance in respect of the obligations of GPD under the Reduced Facility. (C) The Loan is to be used for GPD's working capital purposes in relation to the acquisition and development of certain properties. The Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. A circular in relation to the Transaction will be dispatched to the shareholders of the Company as soon as practicable and, in any event, within 21 days from the day of