09:35     E2-CAPITAL<00378> - Announcement (2)                                

    to              (equivalent to                                            
    approximately           approximately           approximately             
    HK$29,457,876)          HK$21,462,756)                                    
            HK$45,060,424)                                                    
                                                                              
    For the year ended      S$3,745,668             S$3,015,088               
            S$5,467,930                                                       
    31 December 2002        (equivalent to          (equivalent to            
                    (equivalent to                                            
    approximately           approximately           approximately             
    HK$17,791,923)          HK$14,321,668)                                    
            HK$25,972,668)                                                    
                                                                              
    Consideration                                                             
    The Consideration for the 2nd Disposal shall be a cash                    
    sum of S$7,031,499.75 (equivalent to approximately                        
    HK$33,399,624) which has been paid by the buyer of                        
    the Sale Shares. The value of the Consideration is                        
    determined by reference to the market price and                           
    liquidity of Westcomb. The Consideration represents:                      
                                                                              
    (i)     a premium of approximately 578.8% over the net                    
    asset value of Westcomb attributable to the Sale                          
    Shares as at 31 December 2003;                                            
                                                                              
    (ii)    a premium of approximately 230% over the net                      
    asset value of Westcomb attributable to the Sale                          
    Shares as at 30 June, 2004; and                                           
                                                                              
    (iii)   a discount of approximately 1.15% to the closing                  
    price of S$0.435 per share in Westcomb as at the date                     
    of disposal.                                                              
                                                                              
    INFORMATION ON GOODWILL, THE BUYER AND WESTCOMB                           
    Goodwill is a wholly-owned subsidiary of the Company                      
    and its principal business is investment holding.                         
                                                                              
    As the 2nd Disposal was effected through the broker                       
    of Goodwill and the broker of the buyer of the Sale                       
    Shares, the Directors do not have any information on                      
    the principal business activities carried on by the                       
    buyer and its ultimate beneficial owners(s). The                          
    Directors know the identity of the buyer through the                      
    information provided by the buyer's broker but the                        
    Company are not authorised to disclose the name of                        
    the buyer. The Company has tried the best to obtain                       
    the approval from the buyer's broker but the buyer                        
    is reluctant to cooperate. To the best of their                           
    knowledge, information and belief and having made all                     
    reasonable enquiry, the Directors confirm that the                        
    buyer of the Sale Shares and its ultimate beneficial                      
    owner(s) are not connected person of the Company and                      
    are third parties independent of the Company and                          
    connected persons of the Company.                                         
                                                                              
    Westcomb is a company incorporated in Singapore and                       
    its shares are listed on the Singapore Exchange                           
    Securities Trading Limited. Westcomb and its                              
    subsidiaries are principally engaged in the provision                     
    of a wide range of capital market advisory and other                      
    related services. As at the date of this announcement,                    
    Goodwill is the holder of 16,352,325 shares in                            
    Westcomb, representing approximately 10.92% of the                        
    issued share capital of Westcomb. The Company has been                    
    notified by the joint lead managers that the                              
    moratorium was released with effect from 24 January,                      
    2005. MAS approval for the acquisition of shares by                       
    buyer is required and the Company is informed by the                      
    buyer's broker that the buyer have obtained the                           
    approval from MAS before acquisition. Immediately                         
    following the Completion, Goodwill will cease to hold                     
    any shares in Westcomb.