09:47     STONE HOLDINGS<00409> - Announcement (14)                           

    Individual A, Individual B and Individual C will grant                    
    an option to MTY WFOE to acquire from them their                          
    respective interests in Beijing MTY as and when                           
    permitted under the laws of the PRC as referred to                        
    in the section headed "The Contractual Arrangements"                      
    in this announcement                                                      
                                                                              
    "PRC"   the People's Republic of China and for the                        
    purpose of this announcement, excluding Hong Kong and                     
    Macau Special Administrative Region and Taiwan                            
                                                                              
    "PRC GAAP"      Generally accepted accounting principles                  
    of the PRC                                                                
                                                                              
    "Preference Share(s)"   Series A-Preferred Share(s)                       
    of US$1 each in the issued preference share capital                       
    of Cayman MTY                                                             
                                                                              
    "Purchasers"    Gotech and Richland                                       
                                                                              
    "Reorganisation"        the reorganisation of the MTY Group               
    to be undertaken as detailed in the section headed                        
    "The Reorganisation" in this announcement                                 
                                                                              
    "Richland"      Richland International Limited, a                         
    company incorporated under the laws of Samoa which,                       
    together with its ultimate beneficial owner(s), are                       
    third parties independent of the Group and connected                      
    persons of the Group                                                      
                                                                              
    "Richland Consideration"        the consideration of                      
    US$16,800,000 (equivalent to approximately                                
    HK$131,040,000) payable by Richland for the                               
    acquisition of 17,500 Preference Shares by Richland                       
    pursuant to the Sale and Purchase Agreement                               
                                                                              
    "Sale and Purchase Agreement"   the sale and purchase                     
    agreement dated 7 March 2005 entered into between the                     
    Vendor, the Purchasers,   Mr. Chen and the Company in                     
    relation to the Acquisition                                               
                                                                              
    "Service Agreement"     The service agreement to be                       
    entered into between MTY WFOE and Beijing MTY under                       
    which MTY WFOE will provide certain services to                           
    Beijing MTY as referred to in the section headed "The                     
    Contractual Arrangements" in this announcement                            
                                                                              
    "SFC"   The Securities and Futures Commission in Hong                     
    Kong                                                                      
                                                                              
    "Share(s)"      share(s) of HK$0.10 each in the capital                   
    of the Company                                                            
                                                                              
    "Share Pledge Agreement"        the share pledge agreement                
    to be entered into between MTY WFOE, Individual A,                        
    Individual B and Individual C under which each of                         
    Individual A, Individual B and Individual C will                          
    pledge all of his/her equity interests in Beijing MTY                     
    to MTY WFOE as referred to in the section headed "The                     
    Contractual Arrangements" in this announcement                            
                                                                              
    "Shareholder(s)"        holder(s) of the Shares                           
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong                   
    Limited                                                                   
                                                                              
    "Undertakings"  the undertakings to be given by each                      
    of Individual A, Individual B and Individual C to MTY                     
    WFOE that each of him/her will exercise his/her rights                    
    given by the articles of association of Beijing MTY                       
    in accordance with the instruction of MTY WFOE