09:27 FOUR SEAS MER<00374> - Announcement (3) INFORMATION ON THE SELLER To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Seller is currently subject to reorganisation procedure under the Japanese law and Toshiaki Higashibata, the trustee of the Seller, has been appointed as the representative director of the Seller on 31 October 2004 and whose duty is to implement the reorganisation plan of the Seller, and to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Seller and its ultimate beneficial owners are independent of the Company and its connected persons (as defined in the Listing Rules). INFORMATION ON THE TARGET GROUP The Target Company was incorporated in Hong Kong on 1 June 1993 and is principally engaged in investment holding. According to the audited and unaudited accounts of the Target Company, Restaurant Shiki and New Kondo for the two financial years ended 15 June, 2003 and 15 June, 2004 respectively, the net profits (both before and after taxation and extraordinary items) attributable to the entire issued share capital of each of the Target Company, Restaurant Shiki and New Kondo were as follows:- For the financial year ended 15 June, 2003 Audited For the financial year ended 15 June, 2004 Unaudited The Target Company Restaurant Shiki New Kondo The Target Company Restaurant Shiki New Kondo HK$ HK$ HK$ HK$ HK$ HK$ Net profits (before taxation and extraordinary items) (22,521) (300,787) 1,887,628 (23,834,864) (114,128) 3,725,928 Net profits (after taxation and extraordinary items) (22,521) (300,787) 1,483,936 (23,834,864) (114,128) 2,955,928 Further, according to the unaudited accounts of the Target Company as at 15 June 2004, a total provision for loans of HK$23,797,107 to the fellow subsidiaries of the Target Company and the Seller, which is expected to be incidental and non-recurring, has been made. Although no consolidated accounts of the Target Group has been prepared and provided to the Company, the Board is of the view that the consolidated adjustments to the unaudited accounts of each of the Target Company, Restaurant Shiki and New Kondo as at 15 June 2004 are not material. Restaurant Shiki, being a wholly-owned subsidiary of the Target Company, was incorporated in Hong Kong on 10 June 1975 and is principally engaged in the operation of a Japanese restaurant and New Kondo, being a wholly-owned subsidiary of Restaurant Shiki, was incorporated in Hong Kong on 19 August 1993 and is principally engaged in trading of Japanese food and beverages. The Subsidiaries are the only companies held by the Target Company as at 15 December 2004. The Target Group is in operation and the principal activities of the Target Group are mainly conducted in Hong Kong. The Target Group will be wholly owned by the Company upon Completion.