10:02 EVERBEST CENT<00578> - Announcement (2) The Directors (including the independent non-executive Directors) consider that the Advance is made on normal commercial terms since the Advance, when aggregated with the balance of approximately HK$38.4 million, is in proportion to the Group's interests in United Force. It is also for the best interests of the Shareholders of the Group as the investment of the Group in United Force, which established Shenyang Zhili to engage in the development of property projects in Shenyang, will sustain the growth momentum by diversifying the business of the Group. DISCLOSEABLE AND CONNECTED TRANSACTION Mr. Chan is an executive Director and the single largest Shareholder interested in approximately 28.11% equity interest in the Company. Mr. Lam's spouse, namely Ms. Wong Shek Kwan, is the sister of Mr. Chan's spouse. Interactive is beneficially owned by Mr. Lam and his spouse, and is therefore a connected person of the Company under the Listing Rules. Since the Advance to United Force (i) exceeds 5% but less than 25% of the consideration ratio; and (ii) exceeds 2.5% but less than 25% of the total assets and consideration ratios, and the total value of the Advance is less than HK$10,000,000, the Advance constitutes a discloseable and connected transaction for the Company and is subject to the reporting and announcement requirements under Chapters 14 and 14A of the Listing Rules. A circular containing details of the Advance will be dispatched to the Shareholders in accordance with the Listing Rules. DEFINITIONS "Advance" the advance of approximately HK$8.8 million made by the Company to United Force by way of shareholder's loan on 8 April 2005 "Board" the board of Directors of the Company "Company" Everbest Century Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange "Director(s)" the director(s) of the Company "Goodfield Goodfield Development Limited, a company Development" incorporated in Hong Kong with limited liability and is owned as to 85% by the Company "Group" the Company and its subsidiaries "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Interactive" Interactive Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability and is owned by Mr. Lam and his spouse, namely Ms. Wong Shek Kwan "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Mr. Chan" Mr. Chan Chun Keung, a Director and the single largest Shareholder interested in approximately 28.11% of the issued share capital of the Company as at the date of this announcement "Mr. Lam" Mr. Lam Chun Lim, the husband of the sister of Mr. Chan's spouse "Percentage Ratios" have the same meaning ascribed to it under Rule 14.07 of the Listing Rules "PRC" the People's Republic of China "Share" share(s) of HK$0.20 each in the capital of the Company "Shareholder(s)" the holder(s) of the ordinary Share(s) of HK$0.20 each in the capital of the Company "Shenyang Zhili" Shenyang Zhili Property Development Company Limited (*), an equity joint venture established in the PRC which is owned as to 99% by United Force and 1% by Shenzhen Dingxiang "Shengzhen Shenzhen Dingxiang Development Company (*) Dingxiang" a private enterprise established in the PRC and is being wholly-owned by a nephew-in-law of Mr. Chan "Stock Exchange" the Stock Exchange of Hong Kong Limited