10:16 SE ASIA PPT<00252> - Announcement (4) GENERAL The directors, including the independent non-executive directors, of SAP who respectively have participated in the consideration and approval of the Agreements and the Transactions are of the opinion that the Agreements and also the terms therein are on normal commercial terms, are fair and reasonable, and are in the respective commercial interests of the SAP Group and in the interests of the shareholders of SAP as a whole, and that the Agreements were entered into after due negotiations between Nan Sing and Mr. Kam and between Nan Sing and Full Safe on an arm's length basis with reference to the prevailing market conditions. As at the date of this announcement, the board of directors of the Company comprises: (1) Executive directors: Mr. Chua Nai Tuen, Mr. Chua Nai King and Mr. Se Ying Kin; (2) Non-executive directors: Mr. Siy Yap, Mr. Jimmy Siy Tiong, Mr. Luis Chua, Mr. Rene Siy Chua, Mr. Tsai Han Yung and Mr. Chan Man Hon, Eric; and (3) Independent non-executive directors: Mr. James L. Kwok, Mr. Lee Man Ban and Mr. Wong Shek Keung. REPORTING AND DISCLOSURE REQUIREMENTS Since Sonliet, an associate of a SAP's executive director, Mr. Chua Nai Tuen who is the director and shareholder of Sonliet, owns 20% of the total issued capital of Full Safe, the Transactions constitute a connected transaction for SAP under the Listing Rules. All percentage ratios (as defined under paragraph 14.07 of the Listing Rules) are less than 25% and the aggregate consideration of the Transactions is less than HK$10,000,000, the Transactions which have been entered into on normal commercial terms, given their sizes or values, fall within the category under paragraph 14A.32(1) of the Listing Rules for SAP. Particulars of the Transactions will be disclosed in the annual report and accounts of SAP for the year ending 31st March, 2005. By Order of the Board Chua Nai Tuen Chairman & Managing Director Hong Kong, 30th March, 2005