09:34 SHOUGANG GRAND<00730> - Announcement (3) Based on the audited accounts of South China Leasing for the year ended 31 December 2003, the company incurred loss of approximately US$261,000 (approximately HK$2,036,000) for the year ended 31 December 2003 (2002: profit of approximately US$337,000 (approximately HK$2,629,000)). The total assets and total liabilities of South China Leasing amounted to approximately US$5,373,000 (approximately HK$41,909,000) (2002: approximately US$6,303,000 (equivalent to approximately HK$49,163,000)), and US$2,608,000 (approximately HK$20,342,000) (including outstanding shareholders' loans in the amount of US$2,600,000 (approximately HK$20,280,000)) (2002: approximately US$3,277,000 (approximately HK$25,561,000)), respectively. The net tangible liabilities of South China Leasing as at 31 December 2003 was approximately US$1,853,000 (approximately HK$14,453,000) after adjustment for the provision for the amount due from certain receivable under finance leases in the amount of US$4,618,000 (approximately HK$36,020,000), which recoverability was considered as doubtful by the auditors). Since the acquisition of a 40% interest in South China Leasing by the Company in September 2004, South China Leasing has applied to the relevant PRC approval authorities for approval of the change in shareholder. Such approval has been obtained in January 2005. The company has also been preparing for the re-commencement of business operations by actively exploring the market for potential financial lease contracts during the period. Reason for the Capital Increase South China Leasing currently has no fund to continue its operations and the Capital Increase is required to facilitate South China Leasing to re-start and continue its operations and was determined after having taken into account the funding requirements of South China Leasing based on the financial lease contracts that the company currently has under preliminary discussions with potential clients and its target business volume. The Group has confidence in the future of the financial leasing market in the PRC and South China Leasing intends to expand in order to seize the opportunities presented in the this market. It is envisaged that South China Leasing will focus on the leasing of machinery, equipment, electrical equipment, meters, motor vehicles and the leasing of immovable properties in the PRC. The capital contributed by the parties to South China Leasing will principally be used by South China Leasing to purchase equipment for the financial lease contracts that it may secure and as general working capital. Under the Capital Increase Agreement, the responsibilities of the parties in respect of their contribution to the Capital Increase are as follows: Jeckman Holdings : US$11,400,000 Valuework : US$3,800,000 Shenzhen Jiayinda : US$3,800,000 Given that each of the shareholders of South China Leasing will contribute to the Capital Increase in proportion to their interests in the company, the Directors consider that the terms of the Capital Increase Agreement are fair and reasonable and the Capital Increase is in the interests of the Shareholders as a whole. General The Company is an investment holding company and its subsidiaries are principally engaged in property investment and management. During the year 2004, the Group has disposed certain of its properties and the Directors consider the Group's resources could be better applied in investments that offer better return, including investment in the financial leasing sector in the PRC.