10:02 EVERBEST CENT<00578> - Announcement (1) 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. EVERBEST CENTURY HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 578) ANNOUNCEMENT PURSUANT TO RULE 13.13 OF THE LISTING RULES DISCLOSEABLE AND CONNECTED TRANSACTION On 8 April 2005, Goodfield Development has made the Advance to United Force, which, when aggregated with the balance of approximately HK$38.4 million advanced by Goodfield Development to United Force immediately prior to the Advance, amounted to approximately HK$47.3 million. The aggregate advances made by Goodfield Development to United Force give rise to a disclosure obligation of the Company under Rule 13.13 of the Listing Rules. The Advance to United Force also constitutes a discloseable and connected transaction for the Company under Chapters 14 and 14A of the Listing Rules. ADVANCE TO UNITED FORCE Pursuant to the requirements under Rule 13.13 of the Listing Rules, where any of the Percentage Ratios of the relevant advance to an entity exceeds 8%, a general disclosure obligation for the Company will arise. In September 2002, the Group made the first advance to United Force in the sum of approximately HK$6.9 million and various advances in the aggregate sum of approximately HK$40.4 million were made to United Force from November 2002 to December 2003. As disclosed in the announcement of the Company dated 31st May 2004, the aggregated advances from the Group to United Force in the form of shareholders' loan amounted to approximately HK$47.3 million. In December 2004, United Force made a repayment to the Company in the sum of approximately HK$8.8 million, leaving a balance of approximately HK$38.4 million immediately prior to the Advance. All of the said advances, when aggregated, were made in proportion to the Group's interests in United Force. On 8 April 2005, Goodfield Development has made the Advance to United Force, which, when aggregated with the balance of approximately HK$38.4 million advanced by Goodfield Development to United Force immediately prior to the Advance, amounted to approximately HK$47.3 million. The outstanding balance of approximately HK$47.3 million made by Goodfield Development to United Force represented approximately 37 % of the total market capitalization of the Company as at 8 April 2005, which amounted to approximately HK$127,793,289 based on the total number of 375,862,614 Shares in issue on 8 April 2005 and the average closing price of HK$0.34 per Share as stated in the Stock Exchange's daily quotations sheets for the five business days immediately preceding 8 April 2005. The aggregated advances made by Goodfield Development to United Force therefore give rise to a disclosure obligation of the Company under Rule 13.13 of the Listing Rules. The Company will comply with the continuing disclosure obligations under Rule 13.20 of the Listing Rules. INFORMATION OF UNITED FORCE United Force is beneficially owned by the Company and Interactive in equal shares. United Force is an investment holding company incorporated in Hong Kong in April 1996 which established Shenyang Zhili, an equity joint venture in the PRC, in May 2002 to engage in the development of property projects in Shenyang, the PRC. Shenyang Zhili is owned as to 99% by United Force and 1% by Shengzhen Dingxiang, a private enterprise established in the PRC which is wholly-owned by a nephew-in-law of Mr. Chan. REASONS FOR THE ADVANCE The Group is principally engaged in trading and distribution of leather, fur and garment accessories and the generation and sale of electricity through the operation of a coal-fired electricity power plant in the PRC. The Advance made to United Force was funded by internal resources of the Group. The Advance to United Force is unsecured, interest-free and with no fixed repayment terms. The Advance together with the balance of approximately HK$38.4 million represented investment made by the Group to United Force in the form of shareholder's loan. Interactive has contributed to the capital of United Force in proportion to its equity interest by way of shareholder's loan in the same amount as owed by United Force to the Group as at the date hereof.