09:29 LIFESTYLE INT'L<01212> - Announcement & Resumption (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 part of the contents of this announcement. LIFESTYLE INTERNATIONAL HOLDINGS LIMITED * (incorporated in the Cayman Islands with limited liability) (Stock Code: 1212) CONTINUING CONNECTED TRANSACTION To expand its department store business on the Kowloon side at a prime location of Tsimshatsui, on 24 February 2005, Sogo HK, a wholly owned subsidiary of the Company, entered into the Lease as tenant with HK Island, an associate of CTF who has 50% indirect interest in the controlling shareholder of the Company, as landlord, in relation to the Premises for a term of 15 years. Pursuant to the Lease, HK Island has conditionally agreed to lease the Premises to Sogo HK for a period of 15 years commencing from 15 September 2005 or the date of Sogo HK's commencement of business at the Premises, whichever is earlier, or such other date as may be agreed between Sogo HK and HK Island, at a monthly rent of 6% to 7% of all sales generated and/or received from the business carried on at the Premises. Sogo HK shall also be responsible to pay for the Air-conditioning Charges and Management Fees, Government rates and other outgoings. It is proposed that the aggregate of the annual rental, the Air-conditioning Charges and Management Fees, extra air-conditioning charges, vetting fee for the fitting out works and sharing of fees received for displaying promotional materials on the glass walls and windows of the entrance and the 24-hour passage payable by Sogo HK for each of the three years ending 31 December 2007 shall be subject to the cap of HK$75 million for the purpose of Chapter 14A of the Listing Rules. HK Island is an associate of CTF who has 50% indirect interest in Real Reward, a controlling shareholder of the Company, and therefore a connected person of the Company as defined under Rule 14A.11 of the Listing Rules and the Lease constitutes a continuing connected transaction under the Listing Rules. As the applicable percentage ratio for the Cap exceeds 2.5%, the Lease is subject to the reporting requirements and the approval of the Independent Shareholders under Chapter 14A of the Listing Rules. A circular containing the particulars of the Lease required by the Listing Rules and a notice convening the EGM to approve the Lease and the Cap will be sent to the Shareholders as soon as practicable. Trading in the shares of the Company on the Stock Exchange was suspended at the request of the Company pending the release of this announcement at 9:30 a.m. on 24 February 2005. Application has been made for resumption of trading at 9:30 a.m. on 25 February 2005. INTRODUCTION To expand its department store business on the Kowloon side at a prime location of Tsimshatsui, on 24 February 2005, Sogo HK, a wholly owned subsidiary of the Company, entered into the Lease as tenant with HK Island, an associate of CTF who has 50% indirect interest in a controlling shareholder of the Company, as landlord, in relation to the Premises for a term of 15 years. RELATIONSHIP BETWEEN THE CONNECTED PERSONS AND THE COMPANY Go Create Limited, a company wholly owned by CTF, is interested in 50% of Real Reward, the direct controlling shareholder of the Company. By virtue of its indirect shareholding in the Company, CTF is a connected person of the Company under the Listing Rules. CTF is interested in approximately 35.33% of the entire issued share capital in NWD and NWD Group owns the entire issued share capital of HK Island. As an associate of CTF, HK Island is a connected person of the Company. Therefore, the Lease constitutes a continuing connected transaction under Chapter 14A of the