09:54 HANNY HOLDINGS<00275> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. HANNY HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock code: 275) Discloseable Transaction Disposal of interest in Fu Yang Investment Co., Ltd. On 31 January 2005, the Vendors and the Purchaser entered into the Agreement in relation to the Disposal. Under terms of the Agreement, the Vendors agree to sell and the Purchaser agrees to purchase 50,282,540 Fu Yang Shares, representing approximately 8.04% of Fu Yang's issued share capital of 625,578,827 Fu Yang Shares. The Consideration for the Sale Shares is approximately NT$638.6 million (approximately HK$156.5 million), equivalent to NT$12.7 (approximately HK$3.11) per Fu Yang Share. The Consideration is to be satisfied as to (1) approximately NT$159.6 million (approximately HK$39.1 million), representing 25% of the Consideration which was paid by the Purchaser by two bank demand drafts on 31 January 2005 and (2) approximately NT$479.0 million (approximately HK$117.4 million), representing 75% of the Consideration shall be paid by the Purchaser through two post dated cheques to be honored on 4 March 2005. The Disposal constitutes a discloseable transaction of the Company under the Listing Rules. A circular containing among other things, details of the Disposal and information of the Company, will be dispatched to the Shareholders within 21 days from the publication of this announcement. THE DISPOSAL Date of the Agreement 31 January 2005 Parties to the Agreement Vendors: (1) Pacific Development, a company incorporated in Taiwan and an indirect wholly owned subsidiary of the Company; and (2) Pacific Auto, a company incorporated in Taiwan and an indirect wholly owned subsidiary of the Company. Purchaser: a company incorporated in Taiwan and an indirect wholly owned subsidiary of (Taiwan Fixed Network Co., Ltd.), a publicly traded company on the Emerging Marke in Taiwan. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Purchaser and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules) and are not connected persons of the Company. The group of companies in which the Purchaser forms part is principally engaged in the provision of telecom services in Taiwan. Terms of the Agreement Pursuant to the Agreement, the Vendors agree to sell and the Purchaser agrees to purchase 50,282,540 Fu Yang Shares, representing approximately 8.04% of Fu Yang's issued share capital of 625,578,827 Fu Yang Shares. Pacific Development and Pacific Auto held 20,539,680 and 29,742,860 Fu Yang Shares respectively, representing the Group's entire approximately 8.04% interest in Fu Yang, prior to the Disposal. The Group shall cease to have any interest in Fu Yang following the Disposal. The Disposal is to be made in two stages. On 31 January 2005, 12,570,000 Fu Yang Shares, representing approximately 25% of the Sale Shares were transferred from the Vendors to the Purchaser which is to be followed by a transfer of the remaining 37,712,540 Fu Yang Shares, representing approximately 75% of the Sale Shares from the Vendors to the Purchaser on 4 March 2005. Consideration The Consideration for the Sale Shares is approximately NT$638.6 million (approximately HK$156.5 million), equivalent to NT$12.7 (approximately HK$3.11) per Fu Yang Share. The Consideration is to be satisfied as to (1) approximately NT$159.6 million (approximately HK$39.1 million), representing 25% of the Consideration which was paid by the Purchaser by two bank demand drafts on 31 January 2005 and (2) approximately NT$479.0 million (approximately HK$117.4 million), representing the remaining 75% of the Consideration shall be paid by the Purchaser