09:57 BESTWAY INT'L<00718> - Announcement (3) existing revolving loan advanced by Beijing Agricultural Cooperative to Beijing William Shun. If the conditions precedent are not fulfilled by 30 June 2005, the Vendor and the Purchaser shall further negotiate in relation to a feasible manner of transfer of the 51% equity interests in Beijing William Shun. In relation to the condition mentioned in (2) above, a machinery for the manufacturing of PVC floor coverings which has been used by Beijing William Shun was purchased by the Group under a hire-purchase arrangement, under which, an outstanding amount of approximately HK$1.4 million as at the date of this announcement remains unpaid by the Group to CIT. As the machinery is vital to the operation of Beijing William Shun, the Purchaser requires that the Group shall fully repay the CIT Loan so that the machinery will be released from the hire-purchase arrangement when completion of the Disposal takes place. In relation to the condition mentioned in (3) above, since Beijing William Shun has an existing revolving loan which will expire in April this year, the Purchaser requires that the loan shall continue to be extended to Beijing William Shun after completion of the Disposal. INFORMATION ON THE GROUP AND THE PURCHASER Beijing William Shun is a sino-foreign equity joint venture company established in the PRC in 1992 principally engaged in the production and sale of PVC floor coverings. After the Disposal, the Group shall have no more interests in the registered capital of Beijing William Shun and hence it will cease to be a subsidiary of the Company. The latest audited negative net book value of the Company's interest in Beijing William Shun is approximately HK$4,240,000 as at 31 March 2004 and the Board expects that a loss of approximately HK$4.7 million shall be accrued to the accounts of the Group as a result of the Disposal. The latest audited net loss before and after taxation and extraordinary items attributable to Beijing William Shun in the Group's accounts amounted to approximately HK$3,874,000 and HK$6,193,000 for the years ended 31 March 2003 and 31 March 2004 respectively. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the principal business activities of the group of companies which comprises the Purchaser are construction and application of e-business and telecommunication business. The Directors (including the independent non-executive Directors) are of the view that the Disposal is on normal commercial terms which are fair and reasonable and is in the interest of the Company and its shareholders as a whole. As the latest audited value of the total assets of Beijing William Shun as at 31 March 2004 represents more than 5% but less than 25% of the latest unaudited consolidated total assets of the Company as at 30 September 2004, the Disposal constitutes a discloseable transaction for the Company under the Listing Rules. A circular containing, among other things, details of the Share Transfer Agreement and the Disposal will be sent to the shareholders of the Company in accordance with the requirements of the Listing Rules within 21 days