10:16     SE ASIA PPT<00252> - Announcement (3)                               

    FSGZ                                                                      
                                                                              
    FSGZ, a limited company incorporated in China on 31st December,           
    1993, is a wholly owned subsidiary of Full Safe. Based on the             
    unaudited financial statements of FSGZ as at 31st December,               
    2004, the net assets value of FSGZ was approximately                      
    HK$21,400,000.                                                            
                                                                              
    The assets of FSGZ to be purchased by DGNS are machinery,                 
    equipment and inventory used for production of cling films                
    (the "FSGZ's Assets") and all of them are free from                       
    encumbrances. The consideration for machinery and equipment in            
    the sum of HK$3,574,000 was based on the machinery net book               
    value of HK$2,399,966 as per Full Safe's unaudited                        
    consolidated financial statements as at 31st August, 2004                 
    together with the premium of HK$1,174,034 to account for the              
    machinery condition and the transfer of related technical                 
    knowhow. The consideration for inventory in the sum of                    
    HK$800,000 was based on its net realisable value. The total               
    consideration of the FSGZ's assets is HK$4,374,000.                       
                                                                              
    FST                                                                       
                                                                              
    FST, a limited company incorporated in the British Virgin                 
    Islands on 1st April, 1996, is a wholly owned subsidiary of               
    Full Safe. Based on the unaudited financial statements of FST             
    as at 28th February, 2005, the net assets value of FST was                
    HK$981,500.                                                               
                                                                              
    Since 1st March, 2005, FST had not carried on any business and            
    its main asset is a debenture. The consideration for the 100              
    ordinary shares in the share capital of FST was fixed on the              
    basis of net assets value of FST as at 28th February, 2005.               
                                                                              
    All considerations and other terms in the First Agreement,                
    Second Agreement and the Third Agreement (collectively known              
    as "the Agreements") are arrived at arm's length negotiation.             
                                                                              
    BACKGROUND AND REASONS FOR THE TRANSACTIONS                               
    The principal business activities of the SAP Group are                    
    property investment and development, manufacturing and                    
    distribution of plastics packaging materials and stock broking.           
    Amongst the above business activities, DGNS is particularly               
    engaged in manufacturing of plastics packaging materials                  
    ("DGNS's products") and Nan Sing is particularly engaged in               
    distribution of DGNS's products. FSGZ is principally engaged              
    in the business of manufacturing cling films (which are used              
    for making food wraps) ("FSGZ's products") and distribution of            
    FSGZ's products in mainland China. Full Safe is principally               
    engaged in investment in manufacturing and distribution of                
    diaper films, distribution of FSGZ's products outside mainland            
    China and warehouse operation in Hong Kong.                               
                                                                              
    The Board considers that the deal for the disposal of the Sale            
    Shares to Mr. Kam represents a good opportunity for the SAP               
    group to divest itself of the whole of our minority interest              
    in Full Safe who is going to reposition itself in its core                
    business of diaper films and to dispose of its machinery and              
    equipment used for production of cling films and related                  
    warehouse operation. Simultaneously, with a view to increasing            
    Nan Sing's production capacity and further expand its market              
    share in plastics packaging industry, Nan Sing intends to set             
    up production lines for the production of cling films. The                
    Directors are of the view that the plastics packaging                     
    materials businesses of the SAP Group will be strengthened and            
    diversified by the construction of such new production lines.             
    So far as the Directors are aware, there is no suitable used              
    machinery and equipment fitted for production of cling films,             
    which may be offered to Nan Sing from independent third                   
    parties during the recent six months.                                     
                                                                              
    In view of the fact that the Sale Shares under the First                  
    Agreement is disposed at a consideration more than its equity             
    interest value and that the acquisition of assets is at a fair            
    and reasonable consideration under the Second and Third                   
    Agreements, it offers a good opportunity for Nan Sing to widen            
    its products lines which will further reinforce its position              
    in the plastics packaging materials business. It is expected              
    to bring a potential source of recurring income to the SAP                
    Group and provides synergies to the existing businesses of the            
    SAP Group, the Directors believe that the transactions under              
    the Agreements (the "Transactions") are beneficial to the SAP             
    group.