10:52 CHEVALIER INT'L<00025> - Announcement (4) REASONS FOR ENTERING INTO THE PPR AGREEMENT AND THE NORDITUBE AGREEMENT The principal activity of the Company is investment holding. The Company, through its subsidiaries, is engaged in the business of construction and engineering, insurance and investment, property investment, hotel investment and information technology. The construction and engineering operation includes, among others, pipe rehabilitation operation. As stated in the Company's 2004 annual report, the Group intends to become a leader in pipe rehabilitation industry. In recent years, the Company's subsidiary in Singapore, PPR Technology (S) Pte Ltd., completed approximately 100 kilometers of rehabilitation pipes. In 2003, pipe rehabilitation operation carried out by the Group contributed approximately HK$46.5 million to the turnover of the Group, representing approximately 1.4% of the total turnover of the Group. In 2004, the turnover of the pipe rehabilitation operation increased to HK$112.3 million, representing 3.5% of the total turnover of the Group. The Board believes the substantial growth in the pipe rehabilitation operation was largely due to the preference of pipe rehabilitation over traditional open-dig methods. The Board is optimistic that the pipe rehabilitation business will continue to grow in Hong Kong, Europe and the United States of America. The Group already has control over PPR and NordiTube. The acquisition of further interest in PPR and NordiTube enables the Group to consolidate control in its major pipe rehabilitation operations. Consequently, the Group can implement its corporate strategies and business development plans more effectively and efficiently in the future. In view of the above, the Directors (including the independent non-executive Directors) consider the entering into of the PPR Agreement and the NordiTube Agreement are in the interest of the Company and its shareholders as a whole. LISTING RULES IMPLICATION PPR and NordiTube are both non wholly-owned subsidiaries of the Company. As the Vendors and rabmer are substantial shareholders of PPR and NordiTube respectively, the PPR Agreement and the NordiTube Agreement therefore constitute connected transactions of the Company under the Listing Rules. Given the relevant percentage ratios for each of the NordiTube Agreement and PPR Agreement are below 2.5%, both the PPR Agreement and the NordiTube Agreement are only subject to announcement and reporting requirements under Rule 14A.32 of the Listing Rules. DEFINITIONS "Board" the board of Directors "Chevalier Pipe" Chevalier Pipe Technologies Limited, a company incorporated in Hong Kong with limited liability, a wholly-owned subsidiary of the Company "Company" Chevalier International Holdings Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on The Stock Exchange of Hong Kong Limited "connected persons" has the meaning ascribed thereto under the Listing Rules "Directors" the directors of the Company "Group" the Company and its subsidiaries "Hong Kong" Hong Kong Special Administrative Region of The People's Republic of China "Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited "NordiTube Agreement" the share sale and purchase agreement dated 11th March, 2005 for the purchase by Chevalier Pipe of 33.34% equity interest in NordiTube