09:12 GOLD PEAK<00040> - Announcement & Resumption of Trading (4) of the Share Purchase Agreements and the Loan Agreement having been approved by the Independent Shareholders by poll at the EGM and will take place immediately thereafter. INFORMATION ON GERARD CORPORATION Gerard Corporation is an investment holding company incorporated in Australia with limited liability. Its subsidiaries are principally engaged in the businesses of manufacturing, printing, packaging, freight forwarding, commercial property ownership and rural interests in forestry and agriculture. SUMMARY OF FINANCIAL RESULTS OF GERARD CORPORATION Gerard Corporation was incorporated in February 2003. It has been operated for less than two years. A summary of the unaudited consolidated results of Gerard Corporation for the year ended June 30, 2004 is as follows: Year ended June 30, 2004 A$'000 HK$'000 Turnover 61,170 376,501 Loss before tax and minority interests (32,629 ) (200,831 ) Loss after tax and minority interests (30,973 ) (190,639 ) The unaudited net asset value of Gerard Corporation as at June 30, 2004 amounted to approximately A$118.9 million (or approximately HK$731.8 million) net of shareholders' loans. REASONS AND BENEFITS FOR THE TRANSACTION The Transaction is pursuant to and in line with CIHL's continuing efforts to divest its interests in non-core businesses. Since Gerard Corporation is a loss-making company and the transfer of interest in Gerard Corporation is subject to pre-emption rights, it is difficult to identify a passive minority investor other than the Purchasers. Moreover, Tarway Two's shareholder's loan in the amount of A$22.1 million (or approximately HK$136.0 million) will be converted from non-interest bearing and having no fixed repayment term to interest bearing with a repayment schedule. The Board believes that the terms of the Share Purchase Agreements and the Loan Agreement are fair and reasonable and the Transaction is in the interests of the Company and its shareholders as a whole. USE OF PROCEEDS AND FINANCIAL EFFECT OF THE TRANSACTION CIHL intends to use the net proceeds of the Transaction for general working capital purposes. There will not be any profit or loss from the Transaction for both CIHL and the Group. The Board believes that the Transaction would not give rise to any material effect on the working capital, gearing ratio and the net assets of the Group. GENERAL The Company acts as an investment holding company. The activities of its principal subsidiaries and associates are investment holding and manufacturing, marketing and trading of batteries, electronic and acoustics products, wire harness, cables, electrical installation products and LED display screens. CIHL is a 65.1% owned subsidiary of GP Industries. GP Industries is the main