09:36 E2-CAPITAL<00378> - Announcement (3) After the completion of 1st Disposal, Westcomb has ceased to be an associated company of the Company. The Sale Shares has been treated as an investment and stated fairly at its market value according to the accounting standards issued by the Hong Kong Institute of Certified Public Accountants. As at 31 December, 2004, the fair value of the Sale Shares as recorded in the Company's audited financial statements was HK$31,069,000. REASONS FOR THE 2ND DISPOSAL The principal activities of the Group include investment holding, property holding and development, trading of dyestuffs, venture capital, provisions of online marketing and roadshow services and provisions of corporate finance services. The reason for the disposal of the Sale Shares is to realise the Company's investment in Westcomb. Based on the unaudited net asset value of Westcomb of approximately S$19,501,847 (equivalent to approximately HK$92,633,773) as at 30 June 2004, the gain expected to accrue to the Company (before expenses) as a result of the disposal of the Sale Shares will be approximately S$4,885,700 (equivalent to approximately HK$23,207,000) of which HK$20,877,000 has been marked to market and was included as an unrealized gain in the results of the Company for the year ended 31 December 2004. After the completion of the 2nd Disposal, the realized gain from the Sale Shares of approximately HK$2,330,000 will be accrued to the Company's accounts in the year 2005. The proceeds from the disposal of the Sale Shares will be applied as general working capital of the Group. GENERAL As the total consideration for the 1st Disposal and the 2nd Disposal exceeds 5% (but less than 25%) of the total market capitalisation of the Company based on the average closing price of the Company's shares as stated in the Stock Exchange's daily quotations sheets for the five business days immediately preceding the date of disposal, the 1st Disposal and the 2nd Disposal when aggregated constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Directors consider that the terms of the 2nd Disposal are normal commercial terms and are fair and reasonable and in the interests of the Group and the Shareholders as a whole. A circular setting out details of the 2nd Disposal will be despatched to the Shareholders as soon as practicable, and in any event within 21 days after the publication of this announcement. DEFINITIONS "1st Disposal" the disposal of 16,352,324 ordinary shares of S$0.02 each in the capital of Westcomb by Goodwill to Bigfield, particulars of which are set out in the Company's announcement dated 20 August 2004 "2nd Disposal" the disposal of the Sale Shares by Goodwill through its broker to an independent third party "Bigfield" Bigfield Investments Limited, a company incorporated in the British Virgin Islands and to the best of directors knowledge, information and belief and having made all reasonable enquiry, they are not connected persons of the Company.