09:36 SUNNY GLOBAL<01094>-Announcement & Resumption of Trading(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. SUNNY GLOBAL HOLDINGS LIMITED * (Incorporated in Bermuda with limited liability) (Stock Code: 1094) MAJOR TRANSACTION DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF, AND A SHAREHOLDER'S LOAN DUE FROM, KAITAI UNITED COMPANY LIMITED On 31 March 2005, Fortress Ocean, a wholly-owned subsidiary of the Company, entered into the Agreement pursuant to which Fortress Ocean agreed to sell, and Jade Paradise agreed to acquire, the entire issued share capital of Kaitai United and the Sale Debt for a total consideration of HK$12,892,087. As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Disposal exceed 25% but are below 75%, the Disposal constituted a major transaction for the Company under the Listing Rules and is therefore conditional on the approval of the Shareholders at a general meeting. A circular containing further particulars of the Disposal together with the notice of the SGM to be convened for the purpose of approving the Disposal will be despatched to the Shareholders as soon as practicable. Dealings in the shares of the Company on the Stock Exchange has been suspended at the request of the Company with effect from 9:30 a.m., 17 March 2005 pending release of this announcement. Application has been made by the Company for the resumption of dealings in the shares of the Company on the Stock Exchange on 9:30 a.m., 1 April 2005. THE AGREEMENT Date: 31 March 2005 Parties: Vendor: Fortress Ocean Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company. Purchaser: Jade Paradise Limited, a company incorporated in the British Virgin Islands. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of Jade Paradise and its ultimate beneficial owners is independent of the Company and connected persons (as defined in the Listing Rules) of the Company. Assets to be disposed of: (i) 1,116,044 shares of US$1.00 each in the capital of Kaitai United, representing the entire issued share capital of Kaitai United; and (ii) a shareholder's loan due from Kaitai United to Fortress Ocean in the amount of HK$4,892,087. Consideration: The consideration for the disposal of the Sale Shares shall be HK$8 million whilst the consideration for the disposal of the Sale Debt shall be HK$4,892,087. The consideration of the Disposal shall be satisfied as the following schedule (`Schedule'): HK$7 million is to be paid as the 1st installment of the consideration (for the settlement of the Sale Shares) as at the completion date. HK$3 million is to be paid as the 2nd installment of the consideration (for the settlement of the remaining consideration of the Sale Shares and the partial settlement of the Sale Debt) on or before the 30 days after the completion date. The balance of HK$2,892,087 is to be paid as the final installment of the consideration (for the settlement of the balance of the Sale