09:43     STONE HOLDINGS<00409> - Announcement (2)                            

    To the best of the Directors' knowledge, information                      
    and belief having made all reasonable enquiry,                            
    Richland, together with its ultimate beneficial                           
    owners, and their respective associates are third                         
    parties independent of the Group and connected                            
    persons of the Group.                                                     
                                                                              
    Assets to be acquired                                                     
    The entire issued preference share capital of Cayman                      
    MTY of 37,500 Preference Shares, out of which 20,000                      
    Preference Shares will be purchased by Gotech and                         
    17,500 Preference Shares will be purchased by                             
    Richland.                                                                 
                                                                              
    Upon completion of the Sale and Purchase Agreement,                       
    Cayman MTY will be owned as to 40% by Gotech, as to                       
    35% by Richland and as to 25% by the Vendor. Subject                      
    to the opinion of the Group's auditors, Cayman MTY                        
    will be treated as an associated company of the Group                     
    upon completion of the Sale and Purchase Agreement.                       
                                                                              
    Consideration                                                             
    Total Gotech Consideration of US$19,200,000                               
    (equivalent to approximately HK$149,760,000) payable                      
    by Gotech will be satisfied by cash, out of which                         
    US$6,720,000 (equivalent to approximately                                 
    HK$52,416,000) is payable as first payment within                         
    five Business Days of the date on which all the                           
    conditions precedent (as stated below) have been                          
    satisfied, and the remaining balance of US$12,480,000                     
    (equivalent to approximately HK$97,344,000) is                            
    payable within five Business Days after the                               
    Completion Date. The total Gotech Consideration will                      
    be financed from the Group's internal resources.                          
                                                                              
    The Gotech Consideration was arrived at after arm's                       
    length negotiations with reference to the price                           
    earnings multiples of approximately 5.93 times of the                     
    40% of the 2005 Guaranteed Profit and 2006 Guaranteed                     
    Profit of US$8,100,000 given by the Vendor. The                           
    Directors consider that the Gotech Consideration is                       
    fair and reasonable so far as the Company and the                         
    Shareholders as a whole are concerned, having                             
    considered the trading multiples of comparable                            
    telecommunication companies listed on the Stock                           
    Exchange.                                                                 
                                                                              
    An amount of US$1,000,000 (equivalent to                                  
    approximately HK$7,800,000) has been paid by the                          
    Group to the Vendor as deposit for the purpose of                         
    setting up MTY WFOE and will form part of the first                       
    payment of the Gotech Consideration. In the event that                    
    the Sale and Purchase Agreement lapses, the Vendor                        
    has to return such deposit and any consideration                          
    already paid forthwith to the Purchaser after the Sale                    
    and Purchase Agreement lapses.                                            
                                                                              
    Total Richland Consideration of US$16,800,000                             
    (equivalent to approximately HK$131,040,000) payable                      
    by Richland will be satisfied by cash, out of which                       
    US$5,880,000 (equivalent to approximately                                 
    HK$45,864,000) is payable as first payment within                         
    five Business Days of the date on which all the                           
    conditions precedent (as stated below) have been                          
    satisfied, and the remaining balance of US$10,920,000                     
    (equivalent to approximately HK$85,176,000) is                            
    payable within five Business Days after the                               
    Completion Date.                                                          
                                                                              
    The Richland Consideration was arrived at after arm's                     
    length negotiations with reference to the price                           
    earnings multiples of approximately 5.93