10:15 SE ASIA PPT<00252> - Announcement (2) Vendor : Full Safe Purchaser : Nan Sing Assets involved : Transaction 1 : Equipment used for warehouse operation. Transaction 2 : 100 ordinary shares in the share capital of Full Safe Trading Limited ("FST"), representing 100 % of the total issued share capital of FST. Consideration: Transaction 1 : HK$58,000 Transaction 2 : HK$981,500 Payment terms HK$1,039,500 payable by way of set-off of shareholder's loan owed by Full Safe to Nan Sing upon signing of the Second Agreement. As at 30th March, 2005, being the latest practicable date prior to the printing of this announcement, the said shareholder's loan amounts to HK$5,413,500 (the "Shareholder's Loan"). Third Agreement Agreement date : 30th March, 2005 Vendor : Full Safe Industries (Guangzhou) Limited ("FSGZ"), a wholly owned subsidiary of Full Safe. Purchaser : Dongguan Nan Sing Plastics Limited ("DGNS"), a 95% owned subsidiary of SAP. Assets involved : Machinery, equipment and inventory used for cling films production owned by FSGZ. Consideration : HK$4,374,000 Payment terms : HK$4,374,000 payable by way of set-off of the shareholder's loan owed by Full Safe to Nan Sing upon signing of the Third Agreement. INFORMATION ON FULL SAFE, FSGZ AND FST FULL SAFE Full Safe, a limited company incorporated in Hong Kong on 5th May, 1989. Since 2nd October, 1992, 30% of Full Safe's total issued share capital has been held by Nan Sing. Another existing shareholder of Full Safe is a limited company which is interested in 50% of Full Safe's total issued share capital and it is independent of and not connected with any of the directors or the chief executive or substantial shareholders of SAP or any of its subsidiaries or associates as defined in the Listing Rules. The remaining 20% of Full Safe's total issued share capital is held by Sonliet Investment Company Limited ("Sonliet"), an associate of a SAP's executive director, Mr. Chua Nai Tuen who is a director of Sonliet and Mr. Chua Nai Tuen is interested in 100% of the total issued share capital of Sonliet. The SAP Group will adopt an equity accounting treatment to share the result of Full Safe Group up to 31st December, 2004 and the gain on disposal of Nan Sing's interest in Full Safe will be reflected in the SAP Group's accounts for the year ended 31st March, 2005. As per the audited consolidated financial statements as at 31st December, 2003, Full Safe recorded a net loss of HK$2,817,420 and the net assets value amounted to HK$20,172,305. According to the latest available unaudited consolidated financial statements of Full Safe for the period of eight months from 1st January, 2004 to 31st August, 2004, Full Safe recorded a net loss of HK$12,031,646 and no profits tax was incurred as Full Safe did not derive any assessable profit for the same period. As per Full Safe's unaudited consolidated financial statements as at 31st August, 2004, the net assets value of Full Safe Group was HK$8,238,113. Mr. Kam and Mr. Chua Nai Tuen are executive directors of Full Safe and Mr. Chua Nai Tuen is also an executive director of SAP. The consideration of the Sale Shares was fixed on the basis of the net assets value of HK$8,238,113 as per Full Safe's unaudited consolidated financial statements as at 31st August, 2004 together with a premium in the sum of HK$2,305,220 for appreciation in machinery and warehouse offsetting impairment loss on inventory and intangible assets. The SAP Group will not have any interest in Full Safe after the disposal. The consideration of the equipment used for warehouse operation of Full Safe to be acquired by Nan Sing was also fixed on the basis of the unaudited net book value of the said equipment in the sum of HK$58,000 as at 31st August, 2004.