09:50 FOREFRONT INT'L<00885> - Announcement (3) irregularities occurring. RSM's role has since developed as a result of its investigations and its formal terms of engagement have now been agreed. GENERAL The primary business of the Group remains the distribution of Scania trucks and coaches and accessories. RSM is a leading specialist insolvency, forensic accounting and corporate restructuring practices in the Asia Pacific region. Mr. Flynn, a director of RSM, is the provisional liquidator of Forefront International Limited (in liquidation) ("FIL") and Ever Wealth Management Limited (in liquidation) ("EWL"). FIL is a controlling shareholder of the Company and has an attributable interest of approximately 34.4% in the issued share capital of the Company. EWL is a substantial shareholder of the Company and has an attributable interest of approximately 24.03% in the issued share capital of the Company. CONTINUING CONNECTED TRANSACTION RSM is a connected person of the Company by virtue of it being an associate of Mr. Flynn and Mr. Borrelli. Accordingly, the Engagement of RSM constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. The Board believes that the Engagement is fair and reasonable and in the interests of the shareholders as a whole. The independent non-executive directors are of the view that, since the Engagement is on normal commercial terms, it is fair and reasonable and in the interests of the shareholders as a whole. The Engagement is required to be disclosed by way of a press announcement. No independent shareholders' approval is required for the Engagement. Relevant details will also be included in the next published annual report and accounts of the Company in accordance with Rule 14A.45 of the Listing Rules. Trading in the shares of the Company on The Stock Exchange of Hong Kong Limited was suspended from 9.30 a.m. on 14 May 2004 at the request of the Company and will remain suspended until further notice. By Order of the Board Kelvin Edward Flynn Executive director Hong Kong, 27 January 2005 * for identification purpose only As at the date of this announcement, the Board comprises Mr. Kelvin Edward Flynn as sole executive director, Mr. Paul Gerard Davies and Mr. Cosimo Borrelli as non-executive directors, and Mr. Lau Siu Ki, Kevin, Mr. Cheong Ying Chew, Henry and Mr. Alistair Macleod as independent non-executive Directors.