10:51 CHEVALIER INT'L<00025> - Announcement (3) In August 2002, the Group acquired 13.8 million NordiTube Shares, representing approximately 46.2% of the then issued share capital of NordiTube. During 2002 and 2003, the Group acquired further 15.0 million NordiTube Shares. Consequently, the Group held 28.8 million NordiTube Shares, representing 57.9% of the then issued share capital of NordiTube. In February 2004, the Group in aggregate disposed of 1.2 million NordiTube Shares. In May and July 2004, the Group in aggregate acquired further 1.8 million NordiTube Shares from independent third parties which brought the Group's shareholding in NordiTube to 29.4 million NordiTube Shares, representing approximately 59.1% of the issued share capital of NordiTube. To the best of the Directors' knowledge, information and belief and after having made all reasonable enquiries, the remaining 7.6% interest in the issued share capital of NordiTube is held by third parties who are not connected persons of the Company. Upon completion of the NordiTube Agreement, the Group will be interested in 92.4% of the issued share capital of NordiTube. NordiTube, through its subsidiaries, is principally engaged in the design, development, manufacturing, trading and marketing of polymer-coated textile tubing for renovation and lining of existing sub-surface water, waste water and gas pipes and mains. NordiTube is a specialist in CIPP technologies with extensive expertise in the areas of fabrics/textiles, resins and applications. NordiTube's technology for pressure pipe is well accepted in Europe, the United States of America and Hong Kong. For the year ended 31st December, 2003, NordiTube recorded audited consolidated net loss before and after tax of approximately SEK3.3 million (equivalent to approximately HK$3.7 million) and SEK3.2 million (equivalent to approximately HK$3.6 million) respectively. For the year ended 31st December, 2002, NordiTube recorded audited consolidated net loss before and after tax of approximately SEK7.4 million (equivalent to approximately HK$8.4 million) and SEK7.3 million (equivalent to approximately HK$8.2 million). As at 31st December, 2003, the audited consolidated net tangible asset value of NordiTube amounted to approximately SEK14.2 million (equivalent to approximately HK$16.0 million). The audited financial statements of NoridTube were prepared based on the generally accepted accounting principles in Sweden. Consideration: The consideration for the NordiTube Agreement is SEK15.8 million (equivalent to approximately HK$17.8 million). The consideration, which will be funded by internal resources of the Group, is payable after the 16,603,320 NordiTube Shares are officially registered in the name of Chevalier Pipe in the share register of NordiTube. The consideration for the NordiTube Agreement represents a premium of 236% over the attributable audited net tangible assets of NordiTube of SEK4.7 million (equivalent to approximately HK$5.3 million) as at 31st December, 2003. The consideration was determined after arm's length negotiations between the Group and rabmer and taking into account principally the growth potential of the pipe rehabilitation industry worldwide including Europe and the United States of America. The Board considers the consideration is fair and reasonable and the payment terms are acceptable given the Group's current cashflow position. Completion: The NordiTube Agreement is expected to be completed within one month from the date of the NordiTube Agreement. The Directors (including the independent non-executive Directors) consider the NordiTube Agreement (including the consideration) are on normal commercial terms and are fair and reasonable to the Company and its shareholders as a whole.