09:32 TANRICH<00812> - Announcement (2) publication of this announcement. The Transaction also constitutes an advance to an entity pursuant to Rule 13.13 of the Listing Rules that is required to be disclosed because the Loan exceeded 8 per cent. of the Market Capitalisation of the Company as at 19 January 2005. Except for the loan pursuant to the Loan Agreement and the Supplemental Loan Agreement, Tanrich Finance has not advanced, or made available, to GPD or its subsidiaries any other facilities. INFORMATION ON PARTIES The principal activity of the Company is investment holding. Tanrich Finance is principally engaged in money lending and credit financing (it is a registered money lender under the Money Lenders Ordinance, Chapter 163 of the laws of Hong Kong). GPD is engaged in the business of the sale and development of properties in the People's Republic of China ("PRC"). REASONS FOR THE TRANSACTION The directors of GPD requested to extend the Loan for the reason of awaiting the proceeds from the banks in PRC which were in a final stage of approving and granting the mortgage loans in an aggregate amount of approximately HK$20 million in respect of the completed sales of the properties in PRC up to 5 January 2005. The Directors consider their good and timely repayment record of all interest accrued on the principal amount of HK$20 million under the Loan Agreement calculated up to the Loan Repayment Date as well as partial repayment of the principal amount of HK$5 million. The net profits before and after taxation and extraordinary items arising from all interest thereon accrued and the net reimbursement and administrative fees under the Loan Agreement were approximately HK$1.32 million and HK$1.09 million respectively since the drawdown date of the term loan facility under the Loan Agreement, which was 19 July 2004, up to the Loan Repayment Date. The Directors also consider that the Transaction represents a good opportunity to generate more profit resulting from interest payments under the Reduced Facility and that this will assist the Group in further enhancing its wide range of financial and investment services. The terms of the Transaction have been negotiated on an arm's length basis and the Directors believe that the Transaction is on normal commercial terms in the circumstances. The Directors are also of the view that the terms of the Transaction are fair and reasonable and in the interests of the shareholders as a whole. DEFINITIONS "Company" Tanrich Financial Holdings Limited, a company incorporated in Bermuda with limited liability and whose shares are listed on The Stock Exchange of Hong Kong Limited "Directors" the directors of the Company "Reduced Facility" the term loan facility relating to borrowings of HK$15 million provided by Tanrich Finance to GPD as described under the sub-heading "Terms" "GPD" Gofield Property Development Limited, a company incorporated in Hong Kong with limited liability, which to the best of the Directors' knowledge, information and belief having made all reasonable enquiry is 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 "Group" the Company and its subsidiaries "Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited "Loan" the loan more particularly described in first paragraph under the sub-heading "Terms" "Loan Agreement" The loan agreement dated 16 July 2004 entered into by Tanrich Finance and GPD in relation to the term loan facility in the principal amount of HK$20 million, the draw down date of which was 19 July 2004 and the other principal terms of which were briefly described in the circular of the Company dated 10 August 2004 "Loan Repayment Date" 18 January 2005 which was the repayment date of the term loan facility in the principal amount of HK$20 million under the Loan Agreement