09:10 CA-C MOB@EC0510<04799> - New Listing Market participants are requested to note that dealings in the 2005 European Style (Cash Settled) Call Warrants relating to existing issued ordinary shares of HK$0.10 each in China Mobile (Hong Kong) Limited issued by Calyon Financial Products (Guernsey) Limited will commence at 9:30 a.m. today (13/04/2005) under the following particulars:- Stock Code Stock Short Name Board Lot ---------- ---------------- --------- 4799 CA-C MOB@EC0510 5,000 units Trading in the Shares has been suspended since 9:48 a.m. on 23 March 2005 pending the release of the announcement relating to the placement of new Shares and subscription of new Shares by connected persons of the Company which was published on 1 April 2005 but trading in the Shares has remained suspended pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading of the Shares with effect from 9:30 a.m. on 13 April 2005. The Company is pleased to announce that the Company and CCPH have, on 28 March 2005, entered into the Term Sheet containing the principal terms of the Acquisition and on 7 April 2005 and 8 April 2005, signed the S&P Agreement and the Supplemental Agreement respectively to record the terms and conditions to which the Acquisition is subject. THE S&P AGREEMENT DATED 7 APRIL 2005 AND THE SUPPLEMENTAL AGREEMENT DATED 8 APRIL 2005 Parties Purchaser: the Company Vendor: China Conservational Power Holdings Limited CCPH is a company incorporated in the Cayman Islands with limited liability and the ordinary shares of which are listed on the main board of the Stock Exchange, of which Highworth Venture Limited, a company beneficially wholly-owned by Mr. Hon Ming Kong ("Mr. Hon"), an executive Director and chairman of the Company, owns approximately 14.20% of the issued share capital as at the date of this announcement. Mr. Hon is also an executive director of CCPH. Mr. Chan Tat Chee ("Mr. Chan"), an executive Director, is the chairman and executive director of CCPH. Aimstar, which is owned as to 38% by Mr. Hon and as to 62% in aggregate by Mr. Chan and his spouse, owns approximately 28.76% of the Company's issued Shares. Mr. Lee Yu Leung, a former independent non-executive Director, who resigned on 9 March 2005, is an executive director of CCPH. Mr. Hon Yik Kwong, an executive Director, is a former executive director of CCPH who resigned from CCPH on 26 November 2004. Save as disclosed herein, the Company and its connected persons have no relation with or interest in CCPH and, for the avoidance of doubt, CCPH is not a connected person of the Company or an associate of a connected person of the Company under the Listing Rules. CCPH and its subsidiaries are principally engaged in electrical engineering contracting business, trading in electrical equipment and material, investment holding, securities brokerage and finance business, company secretarial services and sea freight forwarding services. Assets to be acquired Sale Shares: 2 shares of HK$1.00 each in the capital of HTH, representing 100% of the issued share capital of HTH Sale Loan: the amount owed by HTH to CCPH as at the date of Completion. Based on the unaudited consolidated balance sheet of HTH as at 31 December 2004, the amount owed by HTH to CCPH as at 31 December 2004 was approximately HK$61,609,473.12. Consideration and payment terms The consideration for the Acquisition comprises the Sale Shares Consideration and the Sale Loan Consideration. The Sale Shares Consideration is an amount equivalent to the difference between HK$76 million and the Sale Loan Consideration, but in the event that the Sale Loan is equivalent to or greater than HK$76 million, the Sale Shares Consideration shall be HK$1.00. The Sale Loan Consideration is an amount equivalent to the Sale Loan and will not exceed HK$76 million even if the Sale Loan as at the date of completion of the S&P Agreement as supplemented by the Supplemental Agreement exceeds HK$76 million. The aggregate consideration for the Sale Shares and the Sale Loan is HK$76 million, which was negotiated on an arm's length basis and was determined with reference to the advice of an independent valuer, Greater China Appraisal Limited ("GCA"), which valued the fair market value of the entire business enterprise of the JV Company, in which HTH is holding a 51% equity interest as its sole asset, at 28 March 2005 as RMB163 million (equivalent to approximately HK$153.78 million). According to GCA, the fair market value is determined and tested in the market average with the combination of the applications of (i) historical price to earnings multiple with return on equity analysis and (ii) historical price to book ratio analyses of companies in the same or similar lines of business or industries after taking into account