09:17 CHINA ASSETS<00170> - Announcement (1) 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 of the contents of this announcement. CHINA ASSETS (HOLDINGS) LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code : 170) VERY SUBSTANTIAL DISPOSAL - POSSIBLE DISPOSAL OF SHARES IN KONGZHONG CORPORATION The Company plans to dispose of its shares in KongZhong, one of its investee companies. Presently, the Company holds 125,282,520 KongZhong Shares representing 9.1% of the existing issued ordinary share capital of KongZhong. No contracts have been entered into in connection with this proposed disposal but, as a necessary preliminary to being able to effect it, the Directors are seeking the requisite approval of Shareholders as the disposal of the shares in KongZhong when aggregated with the disposal disclosed in the Announcement may constitute a very substantial disposal for the Company under the Listing Rules. A circular containing, among other things, details of the proposed disposal and a notice of an extraordinary general meeting of the Company will be despatched to the Shareholders in due course. The Possible Disposal Of Kongzhong Shares The Company plans to dispose of its shares in KongZhong, one of its investee companies. Presently the Company holds 125,282,520 KongZhong Shares representing some 9.1% of the existing issued ordinary share capital of KongZhong. The unaudited consolidated total assets and net asset value of the KongZhong Group as at 31 December 2004 were about US$104.37 million and US$99.81 million respectively. The following is a summary of the consolidated results of KongZhong Group for the years ended 31 December 2004 and 2003 and the period from 6 May 2002 to 31 December 2002 respectively:- For the period from Year ended Year ended 6 May 2002 to 31 December 2004 31 December 2003 31 December 2002 US$'000 US$'000 US$'000 (Unaudited) (Audited) (Audited) Turnover 47,969 7,807 200 Profit/(loss) before taxation 20,369 2,408 (494 ) Taxation 0 0 0 Profit/(loss) after taxation 20,369 2,408 (494 ) No contracts have been entered into by the Company in relation to the possible disposal of KongZhong Shares as the Directors consider that the Company should first obtain its Shareholders' approval for the disposal so that a disposal can be effected expeditiously when market conditions are favourable. The disposal of its KongZhong Shares when aggregated with the disposal disclosed in the Announcement may constitute a very substantial disposal for the Company under the Listing Rules, for which Shareholders' approval is required and any Shareholder and its associates with a material interest in the transaction must abstain from voting. Here, none of the Shareholder and its associate is required to abstain from voting. The disposal either through the open market or by way of placing for which advance Shareholders' approval is being sought will be effected only if: - it is completed within twelve months from the date of approval of Shareholders being given, which the Directors consider to be a reasonable period to conduct such a disposal of KongZhong Shares;