09:47 ORIENT POWER<00615> - Announcement (3) Completion date: The subscription is expected to be completed on or before 11th April, 2005 after it has become unconditional. Reasons for the transaction: JV Co requires additional working capital to finance the expansion in its sales and distribution in the PRC, after its establishment of a network of over 400 points of sales in major cities in the PRC in June 2004, in view of an expected significant growth of domestic sales in the next few years and so made the Offer to the Subscriber and the JV Partner. The Subscriber accepted the Offer as the subscription will allow it to increase its equity interest in JV Co and accordingly greater participation in the PRC market and the business expansion of JV Co will also benefit the Group in establishing its presence in the PRC market. The Company does not consider an immediate corresponding increase of its board representation in JV Co material in view of the fact that the existing legal representative of JV Co is nominated by the Subscriber. Connection between the parties: The Company confirms that, save as aforesaid, to the best of the directors' knowledge, information and belief having made all reasonable enquiry, JV Co, the JV Partner and its ultimate beneficial owner are third party independent of and not connected with the Company or any connected person (as defined in the Listing Rules) of the Company. Information for shareholders: The Group is principally engaged in the development, manufacture, sale and distribution of information and entertainment products for home and automobiles, the development and provision of networking technology services, and the provision of integrated solutions and services for the cable TV industry. As at the date of this announcement, the directors of the Company comprise Messrs. Poon Ka Hung, Wu Lai Ping and Lin Hoo Fun as executive directors; Ms. Jennifer Cheung Mei Ha, Mr. Edward Fung Chi Kong and Mr. Leung Chun Pong as non-executive directors; and Messrs. Joseph Chan Wing Tai, Tay Chee Hung and Tang Tin Ying as independent non-executive directors. For the Company, as the consideration ratio, revenue ratio and asset ratio (all as defined in the Listing Rules) related to the subscription are approximately 13.28%, 7.18% and 13.78% respectively, the subscription is a discloseable transaction under the Listing Rules. A circular giving details of the subscription will be sent to shareholders within 21 days after publication of this announcement. By Order of the Board Poon Ka Hung Chairman Hong Kong, 17th March, 2005