09:14 MIRABELL INT'L<01179> - Announcement (1) The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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. MIRABELL INTERNATIONAL HOLDINGS LIMITED (incorporated in the Cayman Islands with limited liability) (Stock Code: 1179) DISCLOSEABLE TRANSACTION AND DISCLOSURE PURSUANT TO RULES 13.13 AND 13.16 OF THE LISTING RULES On 18 February 2005, the Company entered into the Guarantee in favour of the Bank in relation to the Facility. Lai Wah is a wholly-owned subsidiary of Best Quality and the Company through its subsidiaries holds a 30% equity interest in Best Quality. Lai Wah is treated as an affiliated company of the Company. The Facility Letter was entered into between the Bank and Lai Wah for the provision of a banking facility of HK$155,000,000 by the Bank. Pursuant to the Guarantee, a corporate guarantee up to a maximum amount of HK$46,500,000 (plus interest thereon at the rate payable by Lai Wah and any costs of enforcement) was given to the Bank to secure 30% of the Facility (i.e. in proportion to the Company's attributable equity interest in Lai Wah). The amount of the Guarantee given for the Facility represented approximately 9.2% of the Total Assets and 4.9% of the Market Capitalisation. Accordingly, the provision of the Guarantee constitutes a discloseable transaction of the Company. As the Percentage Ratio of the Guarantee exceeds 8%, the Company is also required to disclose details of the Guarantee pursuant to Rule 13.13 of the Listing Rules. In addition, as the Percentage Ratio of guarantees given for facilities granted to affiliated companies of the Company together in aggregate exceeds 8%, the Company is also required to disclose details of such guarantees pursuant to Rule 13.16 of the Listing Rules. A circular containing, among others, further details of the Guarantee will be dispatched to shareholders of the Company as soon as practicable. THE GUARANTEE On 18 February 2005, the Company entered into the Guarantee in favour of the Bank in relation to the Facility. Lai Wah is a wholly-owned subsidiary of Best Quality. Ganesh Investments Limited holds a 30% equity interest in Best Quality. Ganesh Investments Limited is wholly owned by Mirabell Group Limited, a direct wholly-owned subsidiary of the Company. Lai Wah is treated as an affiliated company of the Company. The Facility Letter was entered into between the Bank and Lai Wah for the provision of a banking facility of HK$155,000,000 by the Bank. Pursuant to the Guarantee, a corporate guarantee up to a maximum amount of HK$46,500,000 (plus interest thereon at the rate payable by Lai Wah and any costs of enforcement) was given by the Company to the Bank to secure 30% of the Facility (i.e. in proportion to the Company's attributable equity interest in Lai Wah). In addition, the Facility is also secured by a corporate guarantee of HK$155,000,000 given by Best Quality (without