09:15 MIRABELL INT'L<01179> - Announcement (3) of the Listing Rules for so long as circumstances giving rise to such disclosure obligation continue to exist at the Company's interim period end or financial year end. REASONS FOR AND BENEFITS OF GIVING THE GUARANTEE The Company has an attributable equity interest of 30% in Lai Wah. The Company has given the Guarantee to the Bank in proportion to its attributable equity interest in Lai Wah to enable Lai Wah to procure the Facility for the development of the Factory. The Factory, when constructed, will expand the production capacity of Lai Wah and the Company's investment in Best Quality is expected to benefit therefrom. The Directors believe that the terms of the Guarantee are fair and reasonable and in the interests of the shareholders of the Company as a whole. INFORMATION ON LAI WAH Lai Wah is primarily engaged in trading of leather, wholesaling of footwear and investment holding. Lai Wah is wholly-owned by Best Quality, which is in turn owned by Ms. Tang Ming Wai, Mandy (through a company wholly-owned by Ms. Tang) as to 31%, the Company (through its subsidiary) as to 30% and four other persons, namely Madam Chung Wai Lan, Mr. Sheng Baijiao, Mr. Chu Tsz Ho and Mr. Lau Ngan Wan, (directly or through wholly-owned companies) as to the remaining 39%. Ms. Tang is a daughter of a cousin of two of the Directors, Mr. Tang Wai Lam and Mr. Tang Keung Lam. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the shareholders of Best Quality (other than the Company) are otherwise third parties independent of the Company and connected persons of the Company. GENERAL The Group is principally engaged in retailing, wholesaling and manufacturing of footwear. A circular containing, among others, further details of the Guarantee will be dispatched to shareholders of the Company as soon as practicable. As at the date of this announcement, the Directors are as follows: Executive Directors: Independent non-executive Directors: Mr. Tang Wai Lam Mr. Lee Kin Sang Mr. Tang Keung Lam Mr. Chan Ka Sing, Tommy Mr. Ng Man Kit, Lawrence Mr. Ng Chun Chuen, David Mr. Chung Chun Wah Non-executive Director: Mr. Lee Kwan Hung DEFINITIONS "Bank" The Hongkong and Shanghai Banking Corporation Limited "Best Quality" Best Quality Investments Limited, a company incorporated in Samoa "Company" Mirabell International Holdings Limited "Directors" The directors of the Company "Facility" the banking facility of HK$155,000,000 provided by the Bank to Lai Wah