09:33     GOLD-FACE HOLD<00396> - Announcement (3)                            

    Gold-Face Finance was granted the leave to convene a meeting              
    of creditors to consider and approve the Scheme on 10 March 2005.         
    As a result, the hearing of the winding-up petition in HCCW 870           
    of 2004 was adjourned to 17 May 2005.                                     
                                                                              
    In board terms, the Scheme would, if implemented, result in the           
    full discharge of the debts owed to the creditors and the                 
    creditors will be bared from taking any actions against Gold-Face         
    Finance in respect of the debts. Once the Scheme becomes                  
    effective, it will bind Gold-Face Finance and all the creditors           
    irrespective of whether they voted for or against the Scheme.             
    Gold-Face Investment and Gold-Face Enterprises are unsecured              
    creditors of Gold-Face Finance.                                           
                                                                              
    INFORMATION ON GOLD-FACE FINANCE                                          
                                                                              
    Gold-Face Finance was incorporated in Hong Kong on 10 October             
    1991.                                                                     
                                                                              
    Gold-Face Finance is one of the major subsidiaries of the Company         
    principally engaged in the provision of personal loans and second         
    mortgage loans. However, Gold-Face Finance has been operating             
    at a loss since 1999 and the majority of Gold-Face Finance's              
    assets are loans receivable and most of them are non-performing.          
    Taking into account the deficit position of approximately HK$260          
    million of Gold-Face Finance as at 15 March 2005, the Company             
    recorded (on a consolidated basis) a loss of HK$1 million from            
    the disposal of Gold-Face Finance.                                        
                                                                              
    REASON FOR ENTERING INTO THE RESTRUCTURING                                
    AGREEMENT                                                                 
                                                                              
    Gold-Face Finance has been operating at a loss since 1999. For            
    the year ended 31 March 2003, Gold-Face Finance recorded a loss           
    of approximately HK$202 million. As at 31 March 2003, the net             
    liabilities of Gold-Face Finance were approximately HK$220                
    million. In view of the financial position of Gold-Face Finance,          
    the Board is of the view that it would be in the interests of             
    the Company to dispose of Gold-Face Finance. It is estimated              
    that Gold-Face Investment and Gold-Face Enterprises, which are            
    two wholly-owned subsidiaries of the Company, as the unsecured            
    creditors of Gold-Face Finance of approximately HK$253 million,           
    will participate in the Scheme and receive approximately HK$17            
    million under the Scheme.                                                 
                                                                              
    The subscription of shares in Gold-Face Finance by Upbest Finance,        
    as part of the restructuring proposal will provide Gold-Face              
    Finance with the necessary working capital and financial                  
    resources to revitalise its business operations and to                    
    compromise and discharge its indebtedness. The Scheme, if                 
    implemented, would enable Gold-Face Finance to be in a net                
    tangible asset position of HK$ 28 million compared with its               
    deficit position of approximately HK$260 million as at 15 March           
    2005.                                                                     
                                                                              
    The Board considers that the Restructuring Agreement is on normal         
    commercial terms and that such terms are fair and reasonable              
    and in the interests of the Company and the Shareholders as a             
    whole.                                                                    
                                                                              
    B.      DISPOSAL OF THE PROPERTY                                          
                                                                              
    THE SALE AND PURCHASE AGREEMENT                                           
                                                                              
    Date                                                                      
                                                                              
    9 March 2005                                                              
                                                                              
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