09:52 SW KINGSWAY<00188> - Announcement (5) As at the date of this announcement, the directors of the Company comprise Jonathan Koon Shum Choi as Chairman, William Ka Chung Lam as Chief Executive Officer and Executive Director, Michael Koon Ming Choi, Rebecca Yuk Fung Lau and Patrick Sun as Executive Directors, Michael Wai Chung Wu as Non-Executive Director and Robert Tsai To Sze, Raymond Wai Yung Wu and Stanley Kam Chuen Ko as Independent Non-Executive Directors. DEFINITIONS "Acquisition" the acquisition of the Property by the Purchasers from the Vendor pursuant to the Sale and Purchase Agreements which will be classified as an investment property grouped under fixed assets "Board" the board of Directors "Company" SW Kingsway Capital Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange "Consideration" the aggregate consideration of RMB236,182,869 (equivalent to approximately HK$222,898,140 (based upon the exchange rate at 1.0596 as at 13 April 2005)) for the Acquisition "Director(s)" the director(s) (including executive directors, non-executive directors and independent non-executive directors) of the Company "Group" the Company and its subsidiaries "HK$" Hong Kong dollar, the lawful currency of Hong Kong "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "OBL" Overseas Billion Limited, an indirect wholly-owned subsidiary of the Company, which is incorporated in Hong Kong with limited liability "PRC" The People's Republic of China "Property" 3rd Floor to 25th Floor (both floors inclusive) of Block E, Ocean Express, B2, North Road, East Third Ring Road, Chayoang District, Beijing, People's Republic of China "Purchasers" OBL and WTL (and individually, a "Purchaser") "RMB" The lawful currency of the PRC "Sale and Purchase the two sale and purchase agreements entered into between the Agreements" respective Purchaser and the Vendor on 14 April 2005 in relation to the Acquisition "Stock Exchange" The Stock Exchange of Hong Kong Limited "Valuer" Sallmanns (Far East) Limited "Vendor" * (Beijing Lin Da Hua Xia Real Estate Development Company Limited), a company incorporated in PRC with limited liability, which and whose ultimate beneficial owner(s) and their respective associates (as defined in the Listing Rules) are, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, third parties independent of the Company and its connected persons (as