09:53 MAINLAND HOLD<01100> - Announcement (4) Agreement are fair and reasonable and in the interests of the shareholders as a whole. LISTING RULES IMPLICATIONS As at least one of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules exceed 5%, the entering into of the Subscription Agreement constitutes a discloseable transaction for the Company for the purpose of Chapter 14 of the Listing Rules. A circular containing further details on the Subscription will be despatched to Shareholders as soon as practicable. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: "Assignment" the assignment by PPGL to Futureview or its subsidiaries of the rights and obligations under the Licence "associate" has the meaning ascribed thereto in the Listing Rules "Company" Mainland Headwear Holdings Limited, a company incorporated in Bermuda with limited liability "Completion" completion of the Subscription Agreement "Director(s)" director(s) of the Company "Futureview" Futureview Investment Limited, a company incorporated under the laws of British Virgin Islands with limited liability, which is established as a holding company of the operations under the License. "Group" the Company and its subsidiaries "Jumbo" Jumbo Creation Investments Limited, a company incorporated under the laws of the British Virgin Islands with limited liability and which has agreed to subscribe for 51% interests in Futureview under the Subscription Agreement "Licence" the licence to act as the exclusive authority agent of shops in the PRC which emphasizes the brand image of Sanrio for a period to 31 March 2011. "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited "Mr. Chan" Mr. Chan Wah Chun, Ivan, who is interested in more than 50% of the issued share capital of PPW "PPGL" Promotional Partners Group Limited, a company incorporated under laws of Hong Kong with limited liability, which is wholly-owned by PPW and which is the holder of the Licence "PPW" Promotional Partners Worldwide Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, the majority interest in which is owned by Mr. Chan and the remaining interests of which is owned by family members of Mr. Chan "PRC" the People's Republic of China "Sanrio" Sanrio Co., Ltd., which itself or through its subsidiaries, hold brand names such as "Hello Kitty", "Sanrio", etc. "Share(s)" ordinary share of HK$0.10 each in the capital of the Company