10:10     NEW SMART<00091> - Announcement (2)                                 

    The Vendor is the brother-in-law of Mr. Tong and as                       
    such, he is an associate of Mr. Tong under the Listing                    
    Rules. Mr. Tong is the chairman, managing Director and                    
    substantial Shareholder of the Company.                                   
                                                                              
    Pursuant to the Agreement, the Company conditionally                      
    agreed to purchase and the Vendor conditionally agreed                    
    to sell the Sale Share, free from all encumbrance,                        
    representing 100% of the issued share in Fernleign                        
    (which in turn, has an indirect 92.47% interest in                        
    ChinaCCM.com), subject to and in accordance with the                      
    terms and conditions set out in the Agreement.                            
                                                                              
    Information on the Fernleign Group and its underlying                     
    business                                                                  
                                                                              
    Fernleign, incorporated in the British Virgin Islands                     
    on 7 March 2000 whose sole asset is a 92.47% equity                       
    interest in ChinaCCM.com, Inc., a company                                 
    incorporated in the British Virgin Islands on 18                          
    February 2000, whose principal asset is 100% of the                       
    issued shares in the capital of Express Time                              
    Enterprises Limited, a company incorporated on 9                          
    September 1999 in the British Virgin Islands. The                         
    remaining 7.53% equity interest in ChinaCCM.com, Inc.                     
    is beneficially owned by a bank, which is a third party                   
    independent of and not connected with the Company                         
    and/or its connected persons, the Directors, chief                        
    executive, substantial shareholders of the Company or                     
    any of its subsidiaries or an associate of any of them.                   
    The sole asset of Express Time Enterprises Limited is                     
    100% of the registered capital of Express Time                            
    (Beijing) which in turn, is principally engaged in                        
    owning and operating the web site known as                                
    ChinaCCM.com, a business web site set up since 1999                       
    and is based in Beijing, PRC. Details of the Fernleign                    
    Group structure are set out below:                                        
                                                                              
    (*   Note: referred to the same bank)                                     
                                                                              
    Express Time (Beijing) has been developed into a                          
    commercial web site with a specialized focus on raw                       
    materials, in particular steel and other metal                            
    materials. The subscribers of Express Time (Beijing)                      
    are mainly PRC business enterprises and industry                          
    participants. Express Time (Beijing)'s business model                     
    calls for its subscribers to pay a fixed fee for a                        
    pre-determined period and during which time, such                         
    subscribers can gain access to the various information                    
    posted on the ChinaCCM.com web site.                                      
                                                                              
    According to the unaudited management accounts of                         
    Express Time (Beijing), its turnover for the year                         
    ended 31 December 2004 amounted to approximately                          
    RMB17.26 million (or HK$16.3 million) whereas                             
    turnover for the year ended 31 December 2003 was                          
    approximately RMB10.12 million (or HK$9.55 million),                      
    according to its audited income statement. Express                        
    Time (Beijing)'s profit before and after tax for the                      
    years ended 31 December 2003 and 2004 was                                 
    approximately RMB0.46 million (or HK$0.43 million)                        
    (audited) and approximately RMB3.89 million (or                           
    HK$3.67 million) (unaudited) respectively. Total                          
    assets and net assets value of Express Time (Beijing)                     
    as at 31 December 2004 was approximately RMB26.81                         
    million (or HK$25.3 million) and approximately                            
    RMB18.97 million (or HK$17.9 million) respectively,                       
    according to its unaudited management accounts. The                       
    approximately RMB26.81 million (or HK$25.3 million)                       
    total assets of Express Time (Beijing) as at 31                           
    December 2004 included mainly intangible assets,                          
    receivables and advance payments, which amounted to                       
    approximately RMB16.7 million (or HK$15.8 million),                       
    RMB5.2 million (or HK$4.9 million) and RMB3.1 million                     
    (or HK$2.9 million) respectively. All the figures                         
    mentioned in this paragraph are based on PRC general                      
    accepted accounting principles.                                           
                                                                              
    As set out above, Express Time (Beijing) is owned as                      
    to 92.47% indirectly by Fernleign and for the                             
    avoidance of doubt, all the figures of Express Time                       
    (Beijing) mentioned above in this paragraph are on a                      
    100% basis. Fernleign's audited consolidated accounts                     
    are currently under preparation and it does not have                      
    any unaudited accounts. Neither ChinaCCM.com, Inc.                        
    nor Express Time Enterprises Limited has any audited                      
    or unaudited accounts either and each of Fernleign,                       
    ChinaCCM.com and Express Time Enterprises Limited                         
    does not have any operation since incorporation.