09:42 WEIQIAO TEXTILE<02698> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. WEIQIAO TEXTILE COMPANY LIMITED* (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 2698) ESTABLISHMENT OF SHANDONG WEIQIAO CHUANGYE FINANCE COMPANY LIMITED CONNECTED TRANSACTION Promoters' Agreement Pursuant to the Promoters' Agreement,the Company, Industrial Park (a subsidiary of the Company), Weihai Weiqiao (a subsidiary of the Company), Holding Company, Weiqiao Dyeing (a subsidiary of Holding Company), and Weilian Print (a subsidiary of Holding Company) have agreed to be the promoters for the purpose of establishing SWCF. Subject to approval by China Banking Regulatory Commission, the scope of financial services to be provided by SWCF may include corporate finance services, credit verification, insurance agency services, capital financing services and provision of guarantee services. Upon establishment, SWCF will be owned as to 6.25% by the Company, 3.75% by Industrial Park, 2.5% by Weihai Weiqiao, 68.75% by Holding Company, 12.5% by Weiqiao Dyeing, and 6.25% by Weilian Print. Hence, the Group is expected to own in aggregate 12.5% equity interests in SWCF. The Directors intend for SWCF to (a) provide flexibility to the Group's financing means; (b) enhance the investment capability of the Group; (c) reduce the Group's financing costs; and consequently (d) enhance the efficiency of the Group's corporate fund management and financing. Connected transaction Holding Company is one of the promoters and the controlling shareholder of the Company. It therefore constitutes a connected person of the Company. Weiqiao Dyeing and Weilian Print are subsidiaries of Holding Company. Hence, each of Weiqiao Dyeing and Weilian Print constitutes a connected person of the Company. As certain applicable percentage ratios (as defined in Listing Rule 14.07) are more than 0.1% but less than 2.5%, the entering into of the Promoters' Agreement constitutes a connected transaction of the Company under Listing Rule 14A.32. The Transactions are therefore only subject to the reporting and announcement requirements set out in Chapter 14A of the Listing Rules. The Directors, including the independent non-executive Directors, consider that the Transactions are on normal commercial terms and are fair and reasonable as far as the Shareholders are concerned. Relevant details will be included in the next published annual report and accounts of the Company in accordance with Listing Rule 14A.45. Promoters' Agreement 1. Date 17 March 2005 2. Parties (a) Company (b) Industrial Park (c) Weihai Weiqiao (d) Holding Company (e) Weiqiao Dyeing (f) Weilian Print Set out below is a simplified corporate structure chart showing the expected relationship between the parties to the Promoters' Agreement immediately upon the establishment of SWCF: (For more details, please refer to the press announcement today.) 3. Major terms The establishment of SWCF is subject to the obtaining of the relevant approval of (China Banking Regulatory Commission) and