09:25     NEW SMART<00091> - Announcement                                     

    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.                                
                                                                              
    NEW SMART HOLDINGS LIMITED                                                
    (Incorporated in Hong Kong with limited liability)                        
    (Stock Code: 00091)                                                       
                                                                              
    TERMINATION OF THE                                                        
    PROPOSED MAJOR AND CONNECTED TRANSACTION                                  
                                                                              
    Financial adviser to the Company                                          
    CENTURION CORPORATE FINANCE LIMITED                                       
                                                                              
    The Company refers to its announcement dated 15 February 2005             
    in respect of the proposed major and connected transaction,               
    which is subject to, among other things, the Company being                
    satisfied with the result of the due diligence review of the              
    Fernleign Group.                                                          
                                                                              
    As the Company is not fully satisfied with the result of the              
    due diligence review, the Company, the Vendor and the Vendor              
    Guarantor agreed on 7 April 2005 to terminate the Agreement               
    with immediate effect.                                                    
                                                                              
    Reference is made to the Company's announcements dated 15                 
    February, 8 and 23 March 2005 respectively in respect of the              
    proposed major and connected transaction in relation to the               
    proposed acquisition of the Fernleign Group and the subsequent            
    two delays in the despatch of circular ("Announcements").                 
    Terms used herein shall have the same meanings as those                   
    defined in the Announcements unless the context otherwise                 
    requires.                                                                 
                                                                              
    As set out in the announcement dated 15 February 2005,                    
    completion of the Agreement is subject to, among other things,            
    the Company being satisfied with the result of the due                    
    diligence review of the Fernleign Group. As the Company is not            
    fully satisfied with the result of due diligence review, the              
    Company, the Vendor and the Vendor Guarantor agreed on 7 April            
    2005 to terminate the Agreement with immediate effect. The                
    Deposit and part payment paid by the Company to the Vendor on             
    15 February 2005 under the Agreement, together with interest              
    accrued thereon, has been repaid in full to the Company on 7              
    April 2005. Such termination shall have no impact on the                  
    operations and financial position of the Group as the                     
    principal businesses of the Group are different from that of              
    the Fernleign Group, which has yet to become a subsidiary of              
    the Group for any possible contribution to the Group's future             
    prospects.                                                                
                                                                              
    By Order of the Board                                                     
    New Smart Holdings Limited                                                
    Leung Wai Kwan                                                            
    Executive Director                                                        
                                                                              
    Hong Kong, 7 April 2005                                                   
                                                                              
    As at the date of this announcement, the Executive Directors              
    of the Company are Mr. Tong Nai Kan, Mr. Leung Wai Kwan and               
    Miss Chow Sim Chu, Shirley and the Independent Non-executive              
    Directors are Mr. Tang Tin Sek, Mr. Ko Ming Tung, Edward and              
    Ms. Kwok Wai Ming, Ingrid.