09:43     MAYER HOLDINGS<01116> - Announcement (4)                            

    relation to such alteration of classification of the grant of the         
    Guarantee under Chapter 14 of the Listing Rules and (ii) send a           
    supplementary circular in respect of the grant of the Guarantee           
    prepared pursuant to Rule 14.66 of the Listing Rules to the               
    Shareholders as soon as possible. The Company will also fulfil the        
    continuing disclosure obligation under Rule 13.20 of the Listing Rules    
    so long as circumstances giving rise to such disclosure obligation        
    continue to exist.                                                        
                                                                              
    The Borrower is a subsidiary of Taiwan Mayer, and Taiwan Mayer is a       
    substantial shareholder of the Company. As the commitment of Guangzhou    
    Mayer under the Guarantee represents more than 2.5% of the total asset    
    value of the Group as at 30 June 2004 and the Market Capitalisation,      
    the granting of the Guarantee by the Company will constitute a            
    connected transaction of the Company under Rules 14A.14 of the Listing    
    Rules, which will be subject to the reporting, announcement and           
    Independent Shareholders' approval requirements of Chapter 14A of the     
    Listing Rules.                                                            
                                                                              
    An independent board committee of the Company has been formed for the     
    purpose of advising the Shareholders (other than Taiwan Mayer and its     
    associates) who are entitled to attend and vote by poll at the EGM on     
    the terms of the Guarantee. An independent financial adviser will be      
    appointed to advise the independent board committee of the Company and    
    the Independent Shareholders on the same.                                 
                                                                              
    The Company will send to the Shareholders for their information a         
    circular containing, amongst other things, details of the granting of     
    the Guarantee, the letter from the independent board committee, the       
    letter from the independent financial adviser to the independent board    
    committee and the Independent Shareholders, and a notice of EGM which     
    will be held to approve the Guarantee as soon as possible, in any event   
    within 21 days after the publication of this announcement.                
                                                                              
    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.                              
                                                                              
    TERMS USED IN THIS ANNOUNCEMENT                                           
                                                                              
    In this announcement, the following expressions have the meanings set     
    out below unless the context requires otherwise:                          
                                                                              
    "associate"  as defined under the Listing Rules                           
                                                                              
    "Borrower"  Shanghai Fervent Alloy Wheel Manufacturing Co., Ltd.          
    (*), a 60% owned subsidiary of Taiwan Mayer                               
                                                                              
    "Company"  Mayer Holdings Limited                                         
                                                                              
    "connected person"  as defined under the Listing Rules                    
                                                                              
    "Directors"  directors of the Company                                     
                                                                              
    "EGM"  an extraordinary general meeting of the Company to be convened     
    to approve, amongst other things, the Guarantee or any adjournment        
    thereof                                                                   
                                                                              
    "Group"  the Company and its subsidiaries                                 
                                                                              
    "Guangzhou Mayer"  Guangzhou Mayer Corp., Ltd. (*), a joint stock         
    limited liability company established under the laws of the PRC           
    and a subsidiary of the Company                                           
                                                                              
    "Guarantee"  the corporate guarantee in respect of the Loan Facilities    
    to be provided by Guangzhou Mayer to the Lender guaranteeing the          
    performance by the Borrower of its obligations under the Loan             
    Agreement(s)                                                              
                                                                              
    "HKD"  Hong Kong dollars, the lawful currency of Hong Kong                
                                                                              
    "Independent Shareholders"  Shareholders (other than Taiwan Mayer and     
    its associates which will abstain from voting) who are not required to    
    abstain from voting with regards to the ordinary resolutions in           
    connection with the Guarantee to be proposed at the EGM                   
                                                                              
    "Lender"  Bank of Shanghai (*), a bank established under the laws of      
    the PRC which intends to provide the Loan Facilities to the Borrower