09:48     HENG TAI<00197> - Announcement (2)                                  

    Senox is the beneficial owner of the entire issued share capital of Sino  
    Combo which in turn is the owner of the entire equity interest in Jin     
    Tao. Jin Tao is the owner of Zhongshan Logistic Centre. Zhongshan         
    Logistic Centre is currently under construction and approximately 70% of  
    its construction work is completed as at the date of this announcement.   
                                                                              
    The unaudited consolidated loss after taxation of Senox for the years     
    ended 31 December 2003 and 2004 was approximately HK$0.2 million and      
    HK$0.4 million, respectively. Accordingly, the unaudited consolidated     
    accumulated losses of Senox was HK$0.6 million as at 31 December 2004.    
    Such losses were incurred as pre-startup expenses for Senox and its       
    subsidiaries. The unaudited consolidated net asset value of Senox was     
    approximately HK$93.7 million as at 31 December 2004.                     
                                                                              
    REASONS FOR THE TRANSACTION                                               
    The Group is principally engaged in investment holding, distribution of   
    packaged food, beverages, household consumable products and fresh fruit.  
    With the increasing awareness of the healthiness and fitness of PRC's     
    consumers, there has been a steady increase in demand for healthy food    
    products and fresh fruit in the PRC's consumer market. Zhongshan          
    Logistic Centre is principally engaged in the provision of various        
    logistic services in fresh produce such as packaging, grading, export     
    certification systems, marketing and distribution in the PRC and is       
    considered to be an integrated operation to the Group's existing          
    distribution business in fresh fruit and its establishment will           
    reinforce the Group's core distribution business which is operated in     
    the PRC.                                                                  
                                                                              
    Recently, Jin Tao has been organising orientation presentations and       
    roadshows to solicit potential targeted clients. Given their positive     
    responses to the establishment of Zhongshan Logistic Centre, the          
    shareholders of Senox decided to increase their respective capital        
    contribution pro rata to their respective existing shareholding. The      
    Capital Contribution of approximately HK$35.7 million will be invested    
    in Zhongshan Logistic Centre to build up extra handling and storage       
    capacity with advanced facilities. Such uplift in capacity will not only  
    enable Zhongshan Logistic Centre to capture escalating market demand,     
    but also to be developed into a size which will enjoy higher scale of     
    economy.                                                                  
                                                                              
    The Directors, including the independent non-executive Directors,         
    consider that the Transaction (including the Subscription and the         
    Capital Contribution) was entered into on normal commercial terms and     
    that the terms of the Transaction are fair and reasonable and in the      
    interests of the shareholders of the Company as a whole.                  
                                                                              
    The Company currently has no intention to make any further capital        
    commitment to Senox nor provide any guarantee or indemnity to or in       
    connection with Senox.                                                    
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
    As the relevant ratio (as defined in the Listing Rules) in respect of     
    the Transaction is greater than 5% but less than 25%, the Transaction     
    constitutes a discloseable transaction for the Company pursuant to Rule   
    14.06(2) of the Listing Rules and a circular containing further details   
    of the Agreement will be sent to shareholders of the Company as soon as   
    practicable and in accordance with the Listing Rules.                     
                                                                              
    INFORMATION OF THE PARTIES INVOLVED                                       
    Hurdle, an investment holding company, is a wholly-owned subsidiary of    
    the Company.                                                              
                                                                              
    Both Super Smart and Pacific Link are investment holding companies        
    wholly-owned by Independent Third Parties.                                
                                                                              
    The Company confirms that, to the best of the Directors' knowledge,       
    information and belief having made all reasonable enquiries, Super Smart  
    and Pacific Link and their respective ultimate beneficial owners are      
    Independent Third Parties.                                                
                                                                              
    INFORMATION OF THE GROUP                                                  
    The Group is principally engaged in investment holding, distribution of   
    packaged food, beverages, household consumable products and fresh fruit.  
                                                                              
    As at the date of this announcement, the Directors are as follows:        
                                                                              
    Executive Directors        :        Lam Kwok Hing (Chairman); Chu Ki;     
    Fong Yiu Ming, Anson; Lee Choi Lin, Joecy; Chan Yuk, Foebe; Peng          
    Zhanrong; and Chiau Che Kong.                                             
                                                                              
    Independent non-executive Directors        :        John Handley; Poon    
    Yiu Cheung, Newman; and Mak Yun Chu.                                      
                                                                              
    DEFINITIONS                                                               
    "Agreement"        an agreement dated 4 February 2005 and entered into