11:22     TAI PING CARPET<00146> - Announcement (3)                           

    traditional and contemporary rugs and floor coverings to the              
    residential, corporate, hospitality and private aircraft and boating      
    markets.                                                                  
                                                                              
    The book value of the total assets of Edward Fields as contained in       
    Edward Fields' financial statements as at 31 May 2004 was US$8,681,000    
    (approximately HK$67,711,000). The Company will acquire less than one     
    third of these assets, namely the Acquired Assets, being those which the  
    Company requires for its business. Although the Company has identified    
    the Acquired Assets, such assets are not itemised in Edward Fields'       
    financial statements and the Company is acquiring assets as of the date   
    of Closing some of which assets might not be reflected in Edward Fields'  
    financial statements as at 31 May 2004. Accordingly, it is not possible   
    to attribute a specific book value to the Acquired Assets.                
                                                                              
    C        REASONS FOR THE ACQUISITION                                      
    The Group is principally engaged in the design, manufacture and sale of   
    a full range of floor covering products, including hand tufted, machine   
    woven and tufted carpets.                                                 
                                                                              
    Through the Acquisition, the Group will be able to leverage and extend    
    its sales network in the US. It will give the Group immediate access to   
    the US retail market through an established brand name and sales          
    showroom network. In addition, the manufacturing base of Edward Fields    
    currently in New York, the US will be transferred to the Group's Asian    
    manufacturing base thereby enabling the Group to control the entire       
    supply chain from manufacturing to retailing.                             
                                                                              
    The Board considers that the terms of the Acquisition, including the      
    Consideration, and the other transactions contemplated by the Asset       
    Purchase Agreement are fair and reasonable and in the interests of the    
    Group and the shareholders of the Company as a whole.                     
                                                                              
    D        GENERAL                                                          
    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.                                                             
                                                                              
    E        DEFINITIONS                                                      
    In this announcement, the following expressions have the meanings set     
    out below unless the context requires otherwise:                          
                                                                              
    "Acquisition"        the acquisition by the Buyer of all of Edward        
    Fields' (and any other Seller Party's) rights, title, and interest in,    
    to and under the Acquired Assets                                          
                                                                              
    "Acquired Assets"        include: (i) the Inventory; (ii) all samples     
    relating to the Inventory and/or product lines of the Business; (iii)     
    the name "Edward Fields" and all derivatives and variances thereof and    
    all other names and trade names used in the Business; (iv) the            
    Intellectual Property; (v) all rights of Edward Fields under existing     
    leases that relate to any and all of its seven showrooms and all of       
    Edward Fields' interest in security deposits relating to such leases;     
    (vi) all leasehold improvements; (vii) all rights of Edward Fields under  
    the Acquired Contracts; (viii) all equipment and other personal property  
    utilized in the Business; (ix) all customer lists; (x) all designer       
    lists; and (xi) all other tangible and intangible assets of Edward        
    Fields other than the Excluded Assets                                     
                                                                              
    "Acquired Contracts"        any contract, agreement and other instrument  
    or understanding of any kind relating to the Business listed in the       
    schedule to the Asset Purchase Agreement to form part of the Acquired     
    Assets                                                                    
                                                                              
    "Asset Purchase         the asset purchase agreement dated 29 March 2005  
    (New York                                                                 
      Agreement"        time) entered into between the Buyer, Edward Fields,  
    Fields and Lazar in respect of the Acquisition                            
                                                                              
    "Assumed Liabilities"        the obligations of Edward Fields under the   
    Acquired Contracts included in the Acquired Assets that arise or are due  
    to be performed subsequent to Closing and only to the extent related to   
    the post-Closing period, and the obligations to produce and deliver the   
    Buyer-Serviced Orders following Closing                                   
                                                                              
    "Board"        the board of Directors                                     
                                                                              
    "Business"        the design, manufacturing, marketing and sale of        
    traditional and contemporary rugs and floor coverings to the              
    residential, corporate, hospitality and private aircraft and boating      
    markets in which Edward Fields is engaged                                 
                                                                              
    "Buyer"        EF Acquisition Corp., a wholly-owned subsidiary of the