09:34     GOLD-FACE HOLD<00396> - Announcement (5)                            

    GENERAL                                                                   
                                                                              
    The Company is principally involved in property development and           
    investment, operation of a power plant and money lending                  
    business.                                                                 
                                                                              
    The disposals of Gold-Face Finance and the Property constitute            
    discloseable transactions for the Company under Chapter 14 of             
    the Listing Rules. A circular containing, amongst other things,           
    further details of the Restructuring Agreement and the Sale and           
    Purchase Agreement will be despatched to the Shareholders as              
    soon as practicable.                                                      
                                                                              
    At the request of the Company, trading in the Company's shares            
    was suspended from 9:30 a.m. on 19 May 2003 and will remain               
    suspended until further notice.                                           
                                                                              
    DEFINITIONS                                                               
                                                                              
    "Board" the board of Directors                                            
    "Companies Ordinance"   the Companies Ordinance, Chapter 32 of            
    the Laws of Hong Kong                                                     
    "Company"       Gold-Face Holdings Limited, a company incorporated in     
    Bermuda with limited liability, the shares of which are listed            
    on the Stock Exchange                                                     
    "Chun Po"       Chun Po Investment Company Limited, a company             
    incorporated in Hong Kong with limited liability and a                    
    wholly-owned subsidiary of the Company                                    
    "Director(s)"   the director(s) of the Company                            
    "Gold-Face Enterprises" Gold-Face Enterprises Limited, a                  
    company incorporated in Hong Kong with limited liability and              
    a wholly-owned subsidiary of the Company                                  
    "Gold-Face Finance"     Gold-Face Finance Limited, a company              
    incorporated in Hong Kong with limited liability and a                    
    wholly-owned subsidiary of the Company                                    
    "Gold-Face Investment"  Gold-Face Investment Holdings Limited,            
    a company incorporated in the British Virgin Islands with limited         
    liability and a wholly-owned subsidiary of the Company                    
    "Group" the Company and its subsidiaries                                  
    "HK$"   Hong Kong dollars, the lawful currency of Hong Kong               
    "Listing Rules" the Rules Governing the Listing of Securities             
    on the Stock Exchange                                                     
    "Property"      all that piece or parcel of ground registered in          
    the Yuen Long New Territories Land Registry as Lots Nos. 3123,            
    3124, 3178, 3202, 3215, 3216, 3217, 3237 and 3238, all in                 
    demarcation district No. 104 and the remaining portion of Lots            
    Nos. 3122, 3147, 3150, 3153, 3192, 3201, 3204, 3209, 3211, 3212,          
    3213, 3218, 3220 and 3230, all in demarcation district No. 104            
    and of and in the messuages erections and buildings thereon (if           
    any)                                                                      
                                                                              
    "Purchaser"     Capital Chance Limited, a company incorporated in         
    Hong Kong with limited liabilities                                        
    "Restructuring  the restructuring agreement dated 21 January              
                                                                              
      Agreement"    2005 between Gold-Face Finance, Upbest Finance,           
    Gold-Face Investment, Gold-Face Enterprises and Chun Po                   
    "Sale and Purchase      the provisional sale and purchase                 
    agreement for                                                             
      Agreement"    the disposal of the Property dated 9 March 2005 and       
    entered into between Wonder Fit and the Purchaser                         
    "Scheme"        the scheme of arrangement to be made between Gold-Face    
    Finance and its creditors under section 166 of the Companies              
    Ordinance                                                                 
    "Share(s)"      ordinary share(s) of HK$1.00 each in the share            
    capital of Gold-Face Finance                                              
    "Shareholder(s)"        the holder(s) of the shares of the Company        
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
    "Upbest Finance"        Upbest Finance Company Limited, a company         
    incorporated in Hong Kong with limited liability