09:28 MAYER HOLDINGS<01116> - 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. MAYER HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1116) DISCLOSEABLE TRANSACTION AND ON-GOING CONNECTED TRANSACTIONS ROC Advance, a wholly-owned subsidiary of the Company, has entered into a letter of intent and the Aircraft Sale Agreements with UNI Airways Corporation on 4 April 2005 and 8 April 2005 respectively regarding the purchase of two Dornier 228-212 aircrafts from UNI Airways Corporation. Further details in respect of which are set out in this announcement. As the acquisition of the Aircrafts exceeds five per cent. but less than 25 per cent. of the relevant percentage ratios (as defined in the Listing Rules), the acquisition is considered as a discloseable transaction under Chapter 14 of the Listing Rules. The Aircrafts Sale Agreements constitute a discloseable transaction of the Company under the Listing Rules. The Company will issue and despatch to its shareholders a circular containing details of the Aircraft Sale Agreements in compliance with Rule 14.38 of the Listing Rules. ROC Advance also entered into an aircraft lease agreement with Daily Air Corporation, Inc. regarding the leasing of the Aircrafts and the provision of consultancy services by ROC Advance to Daily Air Corporation, Inc. for a term of three years commencing from 1 May 2005 to 30 April 2008 in consideration of rental fee of USD26,000 (equivalent to approximately HK$202,800) each per month and consultancy fee of USD10,000 (equivalent to approximately HK$78,000) per month respectively. The transactions pursuant to the aircraft lease agreement constitute continuing connected transactions of the Company under Rule 14A.34 of the Listing Rules and therefore is only subject to the reporting, announcement and annual review requirements and is exempt from the independent shareholders' approval requirements. AIRCRAFT SALE AGREEMENTS ROC Advance, a wholly-owned subsidiary of the Company, has entered into a letter of intent with UNI Airways Corporation on 4 April 2005 regarding the purchase of two Dornier 228-212 aircrafts from UNI Airways Corporation. On 8 April 2005, ROC Advance has entered into the Aircraft Sale Agreements with UNI Airways Corporation to purchase the Aircrafts. The principal terms of the Aircraft Sale Agreements are as follows: Date 8 April 2005 Parties Vendor: UNI Airways Corporation, a company established under the laws of the Republic of China. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, UNI Airways Corporation and its ultimate beneficial owner(s) are third parties independent of the Company and connected persons (as defined in the Listing Rules) of the Company, and are not connected persons of the Company. Mr. Lai Yueh-hsing, the chairman and executive director of the Company and Daily Air Corporation, Inc., introduced UNI Airways Corporation to the Company. Purchaser: ROC Advance Asset to be purchased ROC advance acquires two Dornier 228-212 aircrafts from UNI Airways Corporation. Consideration The consideration payable by ROC Advance for the acquisition of the used Aircrafts both of which have an estimated remaining useful life of