09:26 DICKSON GROUP<00313> - Announcement (2) Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares. All necessary arrangements will be made for the Consolidated Shares to be admitted into the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited. CHANGE OF BOARD LOT SIZE As at the date of this announcement, Shares are traded in board lots of 20,000. It is proposed that the Consolidated Shares will be traded in board lots of 10,000. Based on the closing price of HK$0.04 per Share as at the date of this announcement, the value of each board lot of 10,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$2,000. STATUS OF THE CONSOLIDATED SHARES The Consolidated Shares will rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders. Fractional Consolidated Shares will not be issued by the Company to Shareholders. Any fractional entitlement to the Consolidated Shares will be aggregated, sold and retained for the benefit of the Company. In order to alleviate the difficulties arising from the existence of odd lots of Consolidated Shares, the Company has agreed to procure an agent to arrange for matching service regarding the sale and purchase of odd lots of Consolidated Shares. Further details in respect of the odd lots arrangement and colour of the new share certificates will be set out in the circular of the Company to be despatched to Shareholders. Shareholders should note that successful matching of the sale and purchase of odd lots of Consolidated Shares is not guaranteed. REASONS FOR THE SHARE CONSOLIDATION AND CHANGE OF BOARD LOT SIZE The proposed Share Consolidation will increase the nominal value of the Shares and reduce the total number of Shares currently in issue and is also required for the compliance with Rule 13.64 of the Listing Rules. As such, it is expected to bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange, which, along with the change of board lot size, will reduce the overall transaction costs for dealings in the Consolidated Shares. Accordingly, the Board is of the view that the Share Consolidation and change of board lot size is beneficial to the Company and the Shareholders as a whole. Other than the expenses to be incurred by the Company in relation to the Share Consolidation and change of board lot size, the implementation thereof will not, by itself, affect the underlying assets, business operations, management or financial position of the Group or the interests of the Shareholders as a whole. EXCHANGE OF CERTIFICATES FOR CONSOLIDATED SHARES Subject to the Share Consolidation becoming effective, which is currently expected to be 22 March 2005, being the date immediately after the date of the SGM, Shareholders may on or after 22 March 2005 and until 6 May 2005 (both days inclusive), submit their share certificates for Shares to the Registrar for exchange for share certificates for the Consolidated Shares at the expense of the Company. After the prescribed time for free exchange of share certificates, a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Registrar for exchange of share certificates. With effect from 22 March 2005, trading will only be in Consolidated Shares in board lots of 10,000. Share certificates for the Shares will cease to be valid for trading and settlement purposes, but will remain valid and effective as documents of title. EXPECTED TIMETABLE The expected timetable for the Share Consolidation and change of board lot size is as follows: Despatch of the circular 4 March 2005 Publication of the notice of SGM 4 March 2005 Latest time for lodging the form of proxy for the SGM 10 a.m. 19 March 2005 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. TAI PING CARPETS INTERNATIONAL LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 146) CONNECTED TRANSACTIONS The board of directors of the Company announces that on 8 February 2005, CITPCL, a subsidiary of the Company, entered into the Agreement pursuant to which it has agreed to supply certain carpets and ancillary services to SCHCL, a member of the HSH Group. The Agreement constitutes a connected transaction for the purposes of the Listing Rules. The transaction to be carried out pursuant to the Agreement is the latest of three connected transactions between the Tai Ping Group and the HSH Group entered into since 1 January 2005. With effect from the date of the Agreement, the aggregate consideration for the Connected Transactions exceeds HK$1,000,000. Furthermore, from such date, one or more of the percentage ratios (other than the profits ratio) of the Company for the Connected Transactions is greater than 0.1%. Accordingly, the Connected Transactions are, with effect from the date of the Agreement, no longer exempt from the reporting and announcement requirements pursuant to Rule 14A.31(2) of the Listing Rules. However, the Connected Transactions are exempt from the independent shareholders' approval requirement pursuant to Rule 14A.32 of the Listing Rules. Details of the Connected Transactions will be included in the published annual report and accounts of the Company for the year ended 31 December 2005 pursuant to Rule 14A.45 of the Listing Rules. The directors of the Company (including the independent non-executive directors) believe the terms of the Connected Transactions are fair and reasonable and in the interests of the shareholders of the Company as a whole. The board of directors of the Company announces that on 8 February 2005, CITPCL, a 99% owned subsidiary of the Company, entered into the Agreement pursuant to which it has agreed to supply certain carpets and ancillary services to SCHCL, a member of the HSH Group. The Agreement constitutes a connected transaction for the purposes of the Listing Rules. The transaction to be carried out pursuant to the Agreement is the latest of three connected transactions between the Tai Ping Group and the HSH Group entered into since 1 January 2005. With effect from the date of the Agreement, the aggregate consideration for the Connected Transactions exceeds HK$1,000,000. Furthermore, from such date, one or more of the percentage ratios (other than the profits ratio) of the Company for the Connected Transactions is greater than 0.1%. Accordingly, the Connected Transactions are, with effect from the date of the Agreement, no longer exempt from the reporting and announcement requirements pursuant to Rule 14A.31(2) of the Listing Rules. However, the aggregate consideration for the Connected Transactions is less than HK$10,000,000 and each of the percentage ratios (other than the profits ratio) of the Company for the Connected Transactions is less than 25%. Accordingly, the Connected Transactions are exempt from the independent shareholders' approval requirement pursuant to Rule 14A.32 of the Listing Rules. Details of the Connected Transactions will be included in the published annual report and accounts of the Company for the year ended 31 December 2005 pursuant to Rule 14A.45 of the Listing Rules. CONNECTED TRANSACTIONS First Connected Transaction Date 21 January 2005. Parties TPCL (as supplier) and The Peninsula Hotel Limited (as customer), an indirect wholly-owned subsidiary of HSH. Nature of the transaction The supply of carpets and ancillary services for use in the Peninsula Hotel, Hong Kong. Consideration HK$420,603. Second Connected Transaction Date 1 February 2005.