09:14 TACK FAT GROUP<00928> - Announcement 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. TACK FAT GROUP INTERNATIONAL LIMITED (incorporated in the Cayman Islands with limited liability) (Stock Code: 928) VERY SUBSTANTIAL ACQUISITION AMENDMENTS TO THE TERMS OF THE ACQUISITION AGREEMENT Newest Global entered into the Supplemental Agreement with Lung Investment pursuant to which (i) the period covered by the Guaranteed Profit will be extended to 31st March, 2007; and (ii) the exercisable period for the Option is revised to any time during the period commencing from 1st April, 2007 up to and including 30th September, 2007. Further details on the amendments are set out below. Reference is made to the announcement of the Company dated 30th July, 2004 (the "Announcement") in relation to, among other things, a very substantial acquisition for the equity interests in Sino Legend for a cash consideration of US$53.0 million. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement, unless the context herein requires otherwise. On 22nd February, 2005, Newest Global and Lung Investment entered into a supplemental agreement (the "Supplemental Agreement") to the Agreement pursuant to which Lung Investment agreed to extend the period covered by the Guaranteed Profit from not less than US$36 million for the period commenced from 21st May, 2004 and ending 31st March, 2005 to not less than US$108 million for the period commenced from 21st May, 2004 and ending 31st March, 2007. The extension is reached between Newest Global and Lung Investment after arm's length negotiations. The Directors consider such amendments beneficial to the Group as it enables the Group to better assess the performance and prospect of the Sino Legend Group before exercising its rights attached to the Option. Before the amendments under the Supplemental Agreement, the Option, which enables Newest Global to acquire further equity interests in Sino Legend from Lung Investment, was exercisable within two years from Completion. In consideration of the Vendor's agreeing to extend the period covered by the Guaranteed Profit up to 31st March, 2007, Newest Global agreed under the Supplemental Agreement that the Option shall only be exercisable by Newest Global at any time during the period commencing from 1st April, 2007 up to and including 30th September, 2007 (or such later date as agreed between Newest Global and Lung Investment) unless if any of the following events occurs at any time after Completion but before 1st April, 2007, the Option will become exercisable immediately: * an application has been made by any member of the Sino Legend Group for the listing of the shares of any member of the Sino Legend Group (or its holding company) on a recognised stock exchange and approval in principle for listing is granted by or obtained from the relevant regulatory authority; or * a resolution has been passed by any member of the Sino Legend Group for amending the share capital structure of any member of the Sino Legend Group including but not limited to amending any rights, preferences, privileges or powers of, or imposing any restrictions over any classes of shares, authorising the creation or issue of shares of any class, or permitting the issue or grant of any option, warrant or other convertible securities with a right to acquire any shares or repurchase any shares. By order of the Board of Tack Fat Group International Limited Kwok Wing Chairman Hong Kong, 22nd February, 2005 As at the date of this announcement, the Board comprised Mr. Kwok Wing, Mr. Lee Yuk Man, Mr. Ho Yik Kin, Norman, Mr. Kwok Kam Chuen as executive Directors, and Mr. Leung Yiu Wing, Eric, Mr. Ching Kwok Ho, Samuel and Mr. Heng Kwoo Seng as independent non-executive Directors.