09:27 JP-DENWY@EC0504<04523> - Last Day of Dealings Market participants are requested to note that dealings in the 2005 European Style (Cash Settled) Call Warrants relating to existing issued ordinary shares of HK$0.10 each of Denway Motors Limited issued by J.P. Morgan International Derivatives Ltd. (stock code: 4523) will cease after the close of business on Friday, 01/04/2005 and listing of which will be withdrawn after the close of business on Friday, 08/04/2005. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. TAI PING CARPETS INTERNATIONAL LIMITED (Incorporated in Bermuda with limited liability) Stock Code: 146 DISCLOSEABLE TRANSACTION The Board wishes to announce that on 29 March 2005 (New York time), the Buyer, a wholly-owned subsidiary of the Company, entered into the Asset Purchase Agreement with the Seller Parties. Pursuant to the Asset Purchase Agreement, among other things, the Buyer has agreed to purchase from Edward Fields, all rights, title and interest in, to and under the Acquired Assets for an aggregate consideration of US$2,000,000 (approximately HK$15,600,000). It is agreed that the Buyer will not assume any debts, obligations, claims or liabilities of the Business, the Seller Parties, the Acquired Assets or otherwise except for the Assumed Liabilities. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Edward Fields and all of its existing shareholders, including Fields and Lazar, are Independent Third Parties. The Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. A circular containing, among other things, details of the Acquisition will be despatched to shareholders of the Company within 21 days after the publication of this announcement. A ASSET PURCHASE AGREEMENT 1 Date 29 March 2005 (New York time) 2 Parties (i) the Buyer; (ii) Edward Fields; (iii) Fields; and (iv) Lazar To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Edward Fields and all of its existing shareholders, including Fields and Lazar, are Independent Third Parties. 3 The Acquisition Pursuant to the Asset Purchase Agreement, among other things, the Buyer has agreed to purchase and accept from Edward Fields all of its (and any other Seller Party's) rights, title, and interest in, to and under the Acquired Assets. It is agreed that the Buyer will not assume any debts, obligations, claims or liabilities of the Business, the Seller Parties, the Acquired Assets or otherwise except for the Assumed Liabilities. 4 Consideration The aggregate consideration for the Acquisition is US$2,000,000 (approximately HK$15,600,000), which will be financed by internal resources of the Group. The Consideration was arrived at after arm's length negotiations among the parties to the Asset Purchase Agreement on normal commercial terms and with reference to factors such as the value of the worldwide recognized brand name of Edward Fields in the US, the opportunity cost to the Buyer of purchasing/establishing a distribution network of seven showrooms in the US and the beneficial supply implications of adding Edward Fields' sales volume/client base to the Buyer's Asian manufacturing operations. 5 Payment terms of the Consideration The Buyer (and/or TPCHL) shall pay the Consideration (being US$2,000,000, approximately HK$15,600,000) to Edward Fields at Closing. The Buyer shall be entitled to deduct the following (where applicable) from such payment: (a) payments to lien holders and other creditors of Edward Fields to remove and eliminate all existing liens on the Acquired Assets (which are to be made at the direction of Edward Fields); and (b) all payments to which the Buyer is entitled under the Asset Purchase Agreement with respect to certain monies received after the signing of the Asset Purchase Agreement in relation to orders received prior to Closing.