10:05 COFCO INTL<00506> - Announcement (3) Shandong Province, PRC. It is mainly engaged in the business of processing agricultural products (including peanuts, cotton seeds, vegetable seeds, soybean, wheat and corn) and related businesses. Bestfield is a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company, and is an investment holding company. ADM China is a company incorporated in Mauritius and a wholly-owned subsidiary of ADM, and is an investment holding company. FINANCIAL INFORMATION OF THE JV CO. Since the date of commencing operation in June 2004, the JV Co. had incurred a net loss of HK$960,886 as per management account for the period from 1 June, 2004 to 31 December, 2004. The total amount of the net assets of the JV Co. was HK$99,013,815 as per the management account as at 31 December, 2004. CONNECTED TRANSACTION ADM China is a wholly-owned subsidiary of ADM, which in turn is the holding company of ADM Hong Kong. ADM Hong Kong is a substantial shareholder of certain non wholly-owned subsidiaries of the Company, and a connected person of the Company. ADM China is a connected person of the Company under the Listing Rules. Since the JV Co. is a non wholly-owned subsidiary of the Company where ADM China controls the exercise of more than 10% of the voting power of the JV Co., the contribution of additional capital by Bestfield to the JV Co. constitutes a connected transaction under the Listing Rules. The connected transaction is only subject to reporting and announcement requirements under Rule 14A.32 of the Listing Rules because the applicable percentage ratios represented by the combined amount of the above connected transaction and the connected transaction disclosed on 30 March, 2004 are less than 2.5% as provided in Rule 14A.32(1) of the Listing Rules. Appropriate disclosure of the above transactions will be included in the next published annual report and accounts of the Company in accordance with the Listing Rules. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: "ADM" Archer Daniels Midland Company, a company incorporated in the United States of America and the holding company of ADM China "ADM China" ADM China Holdings Ltd., a company incorporated in Mauritius and a wholly-owned subsidiary of ADM "ADM Hong Kong" Archer Daniels Midland Asia-Pacific Ltd., a wholly-owned subsidiary of ADM and a substantial shareholder of certain non wholly-owned subsidiaries of the Company "Approval Authority" the authority in the PRC in charge of the approval of the establishment of the JV Co., and any subsequent changes to the JV Co., including the amendment to the Articles and the increase of its registered capital "Articles" the articles of association of the JV Co. dated 28 September, 2003 (as amended)