09:42     MAYER HOLDINGS<01116> - 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.                   
                                                                              
                                                                              
    MAYER HOLDINGS LIMITED                                                    
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 1116)                                                        
                                                                              
    PROPOSED CONNECTED AND DISCLOSEABLE TRANSACTION                           
    GRANTING OF GUARANTEE IN RESPECT OF LOAN FACILITIES FROM A BANK           
    TO AN ASSOCIATE OF A CONNECTED PERSON                                     
                                                                              
    The Borrower proposes to obtain the Loan Facilities from a bank in the    
    PRC and Guangzhou Mayer, a 77.52% owned subsidiary of the Company, will   
    provide the bank with the Guarantee.                                      
                                                                              
    The Borrower is a 60% owned subsidiary of Taiwan Mayer. As Taiwan Mayer   
    is a substantial shareholder of the Company, the Borrower is a            
    connected person of the Company. Accordingly, the granting of the         
    Guarantee by Guangzhou Mayer amounts to financial assistance to be        
    given to an associate of a substantial shareholder of the Company and     
    hence will constitute a connected transaction of the Company. The         
    granting of the Guarantee is subject to the approval of the Independent   
    Shareholders under Rule 14A.63 of the Listing Rules.                      
                                                                              
    The Board has formed an independent board committee to consider and       
    advise the Independent Shareholders on the terms of the Guarantee, and    
    an independent financial adviser will be appointed to advise the          
    independent board committee and the Independent Shareholders. The         
    Company will send to the Shareholders a circular containing, amongst      
    other things, details of the Guarantee, a letter from the independent     
    board committee of the Company (setting out their views on the            
    Guarantee), a letter from the independent financial adviser to the        
    independent board committee and the Independent Shareholders, and the     
    notice of EGM which will be held to approve the Guarantee as soon as      
    possible.                                                                 
                                                                              
    Taiwan Mayer, being the controlling Shareholder of the Company holding    
    approximately 75% of the issued share capital of the Company, and its     
    associates will abstain from voting with regard to the ordinary           
    resolutions in connection with the Guarantee to be proposed at the EGM.   
                                                                              
    The Guarantee may or may not be approved by the Independent               
    Shareholders. Shareholders and potential Shareholders are advised to      
    exercise caution when dealing in the Shares.                              
                                                                              
    THE PROPOSED LOAN FACILITIES                                              
                                                                              
    Borrower  :  Shanghai Fervent Alloy Wheel Manufacturing Co., Ltd. (*),    
    a 60% owned subsidiary of Taiwan Mayer. For the relationship between      
    the Company and the Borrower, please refer to the shareholding            
    structure of the Borrower as shown in the section headed "Shareholding    
    Structure of the Borrower" below                                          
                                                                              
    Lender  :  Bank of Shanghai (*), a bank established under the laws of     
    the PRC                                                                   
                                                                              
    Loan Facilities  :  revolving banking facilities up to a maximum amount   
    of RMB60 million (HKD56.60 million) (final amount of not more than        
    RMB60 million to be determined by the Lender) to be granted by the        
    Lender to the Borrower in April or May 2005 pursuant to which             
    respective Loan(s) will be drawn by the Borrower and relevant Loan        
    Agreement(s) will be entered into between the Lender and the Borrower     
    setting out the amount and maturity of and the interest rates             
    applicable to the Loan(s), and a guarantee, i.e. the Guarantee, will      
    also be executed by Guangzhou Mayer upon the grant of the Loan            
    Facilities                                                                
                                                                              
    Maturity of Loan  :  as agreed between the Lender and the Borrower for    
    each Loan to be drawn under the Loan Facilities                           
                                                                              
    Purpose  :  to re-finance the existing bank term loans provided by the    
    Lender to the Borrower used as working capital of the Borrower (which     
    are not secured by any guarantees, warranties or indemnities provided     
    by the Group)                                                             
                                                                              
    Securities  :  the Guarantee                                              
                                                                              
    Interest  :  subject to the interest rates applicable to the Loan as to   
    be agreed between the Lender and the Borrower on normal commercial        
    terms after arm's length negotiation between the Borrower and the         
    Lender upon each drawing of Loan