09:56 WEALTHMARK INTL<00039> - Announcement & Resumption (4) The Offeror has no intention to privatise the Company. The Offeror intends to maintain the listing of the Shares on the Stock Exchange. The directors of the Offeror and the new directors to be appointed to the Board will jointly and severally undertake to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists in the Shares. The Stock Exchange has also stated that, if the Company remains a listed company, any future injections of assets into or disposals of assets of the Company will be subject to the provisions of the Listing Rules. Pursuant to the Listing Rules, the Stock Exchange has discretion to require the Company to issue a circular to its shareholders where any acquisition or disposal by the Company is proposed, irrespective of the size of such acquisition or disposal and in particular where such acquisition or disposal represents a departure from the principal activities of Company. The Stock Exchange also has the power pursuant to the Listing Rules, to aggregate a series of acquisitions or disposals by the Company and any such acquisitions or disposals may, in any event, result in the Company being treated as a new applicant for listing and subject to the requirements for new applicants as set out in the Listing Rules. INFORMATION ON THE COMPANY The principal activities of the Group comprise the manufacture and sale of handbag products and related accessories, the provision of subcontracting services and trading of raw materials used in the manufacture of handbags and related products. The following table sets out the shareholding structure of the Company immediately before and after Completion: Shareholdings before Shareholdings after Completion % Completion % Wisechoice 135,000,000 67.5 0 0 Accuport 15,000,000 7.5 0 0 Offeror 0 0 150,000,000 75 150,000,000 75 150,000,000 75 Public 50,000,000 25 50,000,000 25 Total 200,000,000 100 200,000,000 100 Note: The number of Shares to be held by the public upon completion of the Offer is subject to the placing down of Shares (if applicable) in order to maintain a public float. In the event that not all the accepted Shares are placed, the public float of Shares will be less than 25%. The Company recorded an audited consolidated net profit of approximately HK$11.4 million for the year ended 31 December 2003 and an audited consolidated net profit of approximately HK$13.2 million (restated) for the year ended 31 December 2002. The audited consolidated net assets of the Company as at 31 December 2003 and 31 December 2002 were approximately HK$89.6 million and approximately HK$78.2 (restated) million respectively. The unaudited consolidated net profit of the Company as at 30th June, 2004 was approximately HK$5.3 million and the unaudited consolidated net assets of the Company as at 30th June, 2004 was approximately HK$89.5 million. INFORMATION ON THE OFFEROR AND ITS INTENTION IN RELATION TO THE COMPANY The Offeror is a private company incorporated in the British Virgin Islands with limited liability and is 80% beneficially owned by CEC. CEC is a limited liability company incorporated in the British Virgin Islands on 29th January 2003. CEC is a closed ended investment company organised to make direct investments in a diversified portfolio through the provision of expansion capital, buy out investments and special situation investments. The principal investment objective of CEC is to achieve medium to long-term (3-5 years) capital appreciation by investing in companies or other entities in the PRC and Hong Kong. CEC is targeting a total investment fund of US$80 million. Other than its investment in the Offeror, CEC's only other current investment is a direct investment in a food and beverage company in the PRC which is pending PRC approval. CEC Management Limited, a company incorporated in the British Virgin Islands with limited liability, acts as the investment manager of CEC. CEC has a broad range of shareholders including public and private companies, financial institutions, individuals and family trusts. No