11:22 TAI PING CARPET<00146> - Announcement (4) Company and a corporation established in Georgia, the US "Buyer-Serviced include: (i) Customer Orders with respect to which the Buyer Orders" has commenced manufacturing or production activities at the direction of Edward Fields; (ii) Customer Orders with respect to which no manufacturing or production has commenced; and (iii) Customer Orders received by Edward Fields on and after the date of the Asset Purchase Agreement through the date of Closing "Closing" consummation of the transactions contemplated in the Asset Purchase Agreement, which shall take place within two business days of the satisfaction or waiver of all of the conditions to Closing, or such earlier or later date as the parties may agree "Company" Tai Ping Carpets International Limited, an exempted company incorporated in Bermuda with limited liability and whose shares are listed on the Stock Exchange "Consideration" US$2,000,000 (approximately HK$15,600,000), being the aggregate consideration to be paid by the Buyer (and/or TPCHL) for the Acquisition pursuant to the Asset Purchase Agreement "Customer Orders" any order for products and services which have not yet been completely filled as at the date of the Asset Purchase Agreement "Directors" directors of the Company "Edward Fields" Edward Fields, Incorporated, a corporation established in New York, the US "Excluded Assets" (i) all of Edward Fields' cash and accounts receivable; (ii) real estate; (iii) any inventory, equipment and personal property used in the Business which are specified by the parties to be excluded from the Acquisition and (iv) any and all dyes, chemicals and dye-house related equipment "Fields" Jack Fields, a shareholder of Edward Fields "Fields Employment the employment agreement to be entered into between the Agreement" Buyer and Fields on the date of Closing "Group" the Company and its subsidiaries "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Independent Third third party(ies) who is/are independent of the Group and the Party(ies)" directors, chief executive or substantial shareholders of the Company or any of its subsidiaries and their respective associates "Intellectual Property" all designs, patterns, gouaches, sales and inventory databases, copyrights, trademarks, service marks, websites and URLs, and patents of Edward Fields and all other intellectual property rights held by any of the Seller Parties relating to the Acquired Assets, the Business or any of Edward Fields' product lines "Inventory" all inventory relating to or used in the Business, as the same exists on the Closing Date, including all finished products, raw materials, packaging and supplies wherever located and whether held by Edward Fields, any other Seller Party or any third party "Lazar" Joel Lazar, a shareholder of Edward Fields "Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange "Seller Parties" Edward Fields, Fields and Lazar "Stock Exchange" The Stock Exchange of Hong Kong Limited "TPCHL" Tai Ping Carpet Holdings Limited, a wholly-owned subsidiary of the Company and a company incorporated in Delaware, the US "US" the United States of America "US$" United States dollars, the lawful currency of the US "%" per cent.