09:50 SHK PPT<00016> - Announcement (2) As at 30 June 2004, the audited consolidated total asset value of Widegood was approximately HK$950,339,231 and Widegood had an audited consolidated negative net asset value of HK$12,544,258 as at 30 June 2004. The audited consolidated net profits before taxation and extraordinary items of Widegood for the two financial years ended 30 June 2003 and 30 June 2004 were approximately HK$8,636,519 and HK$62,011,638 respectively and the audited consolidated net profits after taxation and extraordinary items of Widegood for the two financial years ended 30 June 2003 and 30 June 2004 were approximately HK$2,774,905 and HK$43,292,278 respectively. The financial statements of Widegood were prepared in accordance with Hong Kong generally accepted accounting principles. After completion of the Acquisition, Widegood has become a wholly-owned subsidiary of the Company. As Widegood is all along a subsidiary of the Company, the financial statements of Widegood were consolidated into that of the Group even prior to completion of the Sale and Purchase Agreement. REASONS FOR AND BENEFITS OF THE ACQUISITION The Directors believe that the Acquisition provides an opportunity for the Group to consolidate full control of Widegood at a reasonable consideration. The Directors (including the independent non-executive Directors) are of the view that the terms of the Acquisition are fair and reasonable and in the interests of the Group and the shareholders of the Company as a whole. CONNECTED TRANSACTION Since the Vendor is a substantial shareholder of Widegood which is a subsidiary of the Company, it is a connected person of the Company for the purpose of the Listing Rules and transactions between members of the Group and the Vendor constitute connected transactions for the Company. As the relevant percentage ratios calculated under Rules 14.07(1) and 14.07(3) of the Listing Rules in respect of the Acquisition are more than 0.1% but less than 2.5%, the Company is required by the Listing Rules to disclose particulars of the Acquisition by way of an announcement but is exempted from the independent shareholders' approval requirements under the Listing Rules. GENERAL The Group is principally engaged in the development of and investment in properties for sale and for rental purposes. As far as the Directors are aware and according to publicly available information, the Vendor and its subsidiaries are engaged in multiple types of businesses, ranging from consumer and retail related, IT products and services, natural resource development, and financial services to investment and project management. DEFINITIONS In this announcement, unless the context requires otherwise, the following terms shall have the following meanings: `Acquisition' the acquisition of the Sale Shares and the Sale Loan by the Purchaser from the Vendor pursuant to the terms and conditions of the Sale and Purchase Agreement `Company' Sun Hung Kai Properties Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange `Directors' the directors (including the independent non-executive directors) of the Company `Group' the Company and its subsidiaries `Hong Kong' the Hong Kong Special Administrative Region of the PRC `Listing Rules' The Rules Governing the Listing of Securities on the Stock Exchange `PRC' the People's Republic of China, which for the purposes of the announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan `Purchaser' Sun Hung Kai Development (China) Ltd., a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company `Sale and Purchase Agreement' the unconditional sale and