10:02 E2-CAPITAL<00378> - Announcement (2) take place after the expiry of the moratorium period on or after 22 January 2005 and Bigfield was required to obtain the approval of the Monetary Authority of Singapore to the proposed purchase of the Sale Shares by 24 January 2005 or such other date as the parties may agree in writing. The board, after consultation with its then legal adviser, was of the view that it was not necessary to disclose such agreement at that time. The Company is now aware that it has failed to inform the Exchange and disclose the Agreement as soon as possible after the Company entered into the Agreement in August 2004 and in the January Announcement according to the Listing Rules. In January 2005, conditions of the Agreement were fulfilled, and the 2nd Disposal was completed and effected through the broker of Goodwill and the broker of the buyer of the Sale Shares. The name of Bigfield was withheld in the January Announcement because the Company did not have the authorization from Bigfield to disclose its name. The Company has used its best endeavours to obtain the approval from the buyer's broker by contacting the buyer's broker by telephone and by e-mails but have received no reply whatsoever. The name of Bigfield is disclosed in this announcement after the Company has received enquiries from the Stock Exchange regarding the reason of the non-disclosure of the identity of the buyer in the January Announcement and the Company has sought further legal advice in this aspect. To the best of their knowledge, information and belief and having made all reasonable enquiry, the Directors confirmed that Bigfield and its ultimate beneficial owner(s) are not connected persons of the Company and are third parties independent of the Company and connected persons of the Company. After discussing the matter with the Exchange, the Company is required to re-calculate the five tests by aggregating the 1st and the 2nd Disposals using relevant data in August 2004. In this regard, the percentage ratios' resulting from both the consideration test, revenue test and the alternative profit test proposed by the Company have exceeded 25% but fell below 75%. Therefore, the 1st and the 2nd Disposals when added together would be a major transaction of the Company requiring shareholders approval under the Listing Rules. In the circumstances, both the 1st and 2nd Disposals were subject to relevant major transaction requirements when the Company entered into the agreements on 6 August 2004. The Company has not complied with major transaction requirements in respect of both the 1st and the 2nd Disposals. The Company will prepare and despatch to shareholders of the Company a circular on the basis that the 1st and the 2nd Disposals were aggregated as one major transaction. As additional time is required to consolidate and compile information regarding the 1st and the 2nd Disposals, the despatch of the Circular will be postponed further. It is expected that the Circular will be despatched to the shareholders of the Company as soon as the contents are finalized and clearance is obtained from the Stock Exchange, which in any event, not later than 29 April 2005. The Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14.38 of the Listing Rules to extend the date of despatch of the Circular to 29 April 2005.