10:51 CHEVALIER INT'L<00025> - Announcement (2) PPR is principally engaged in the business of rehabilitating pipes for drinking water, flushing water, cooling water, gas, sewages and drainage using CIPP (Cured in Place Process) and spirally wound plastic pipe technologies. PPR has successfully secured contracts from non-government institutions as well as a number of government contracts from the Water Services Department, Drainage Services Department, Highways Department, Housing Authority and Airport Authority. For the years ended 31st March, 2003 and 2004, PPR recorded audited net losses of approximately HK$7.3 million and HK$2.0 million respectively. There was no tax charged for the two years ended 31st March, 2003 and 2004. As at 31st March, 2004, the shareholders' loan owed by PPR to the Vendors amounted to HK$1.0 million and the audited net tangible asset value of PPR amounted to approximately HK$21.0 million. The audited financial statements of PPR were prepared based on the generally accepted accounting principles in Hong Kong. Consideration: The aggregate consideration for the PPR Agreement is HK$19.3 million of which the consideration for PPR Shares and shareholders' loan are HK$18.3 million and HK$1.0 million respectively. The aggregate consideration for the PPR Agreement represents a 184% premium over the sum of the attributable audited net tangible asset value of PPR of approximately HK$5.8 million and HK$1.0 million shareholders' loan due by PPR to the Vendors as at 31st March, 2004. The consideration, which will be funded by the internal resources of the Group, is payable in cash upon completion of the PPR Agreement. The consideration has been determined after arm's length negotiations between the Group and the Vendors and taking into account principally PPR's contracts on hand, the growth potential of pipe rehabilitation industry in Hong Kong and the market leading position of PPR. The Board considers the consideration is fair and reasonable and the payment terms are acceptable given the current cashflow position of the Group. Completion: The PPR Agreement was completed on 15th March 2005. The Directors (including the independent non-executive Directors) consider the PPR Agreement (including the consideration) are on normal commercial terms and are fair and reasonable to the Company and its shareholders as a whole. NORDITUBE AGREEMENT DATED 11TH MARCH, 2005 Purchaser: Chevalier Pipe Vendor: rabmer is an investment holding company, which through its subsidiaries, is principally engaged in building construction, underground engineering, pipe rehabilitation and trading of pipe rehabilitation systems and products. Assets acquired: 16,603,320 NordiTube Shares, represents approximately 33.34% of the issued share capital of NordiTube. NordiTube is listed on OTC market in Sweden. rabmer acquired the 16,603,320 NordiTube Shares in OTC market in Sweden for consideration ranged from SEK0.5 to SEK1.4 per NordiTube Share in recent years.