11:06 Exotic Warrant Information (10) The Exchange endeavours to ensure the accuracy and reliability of the information provided, but does not guarantee its accuracy 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 the information relating to exotic warrants. Investors are reminded to refer to the related warrant listing documents for details of the terms and conditions of the warrant. Stock Code (List Date) Salient Features -------------- ------------------------------------------------------ 9077 European-style Average Return Call Warrants 4/6/2004 May only be exercised on 30/5/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 30th August 2004, 29th November 2004, 28th February 2005 and 30th May 2005 9104 European-style Average Return Call Warrants 9/6/2004 May only be exercised on 29/12/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 6th September 2004, 10th December 2004, 16th March 2005, 20th June 2005, 26th September 2005 and 29th December 2005 9108 European-style Average Return Call Warrants 9/6/2004 May only be exercised on 2/3/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 9th August 2004, 18th October 2004, 23rd December 2004 and 2nd March 2005 9109 European-style Average Return Call Warrants 9/6/2004 May only be exercised on 29/12/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 6th September 2004, 10th December 2004, 16th March 2005, 20th June 2005, 26th September 2005 and 29th December 2005 9113 European-style Average Return Call Warrants 9/6/2004 May only be exercised on 2/6/2005 Cash Settlement Amount is the sum of all Periodic Reference Prices divided by the number of Periodic Fixing Dates, less the Exercise Price and the Exercise Expenses. The Periodic Reference Price in respect of each Periodic Fixing Date is the arithmetic mean of the closing price of one underlying share on the five business days immediately preceding the relevant Periodic Fixing Date. The Periodic Fixing Dates are 1st September 2004, 1st December 2004, 2nd March 2005 and 2nd June 2005 agreement shall constitute connected transaction under requirements of the Chapter 14A of the Listing Rules and the Company shall comply with relevant requirements under Chapter 14A the Listing Rules once the abovementioned transaction conducted. Pursuant to the aircraft lease agreement, the Directors expect that the annual cap for the rental fee and consultancy fee payable by Daily Air Corporation, Inc. to the ROC Advance for the three years ending 31 December 2007 and the four months ending 30 April 2008 will be HK$3.9 million, HK$5.8 million, HK$5.8 million and HK$2.0 million respectively. Relationship between the parties Mr. Huang Chun-fa, a non-executive Director, is a substantial shareholder of Daily Air Corporation, Inc.. Accordingly, Daily Air Corporation, Inc. is a connected person of the Company under the Listing Rules and the transactions constitute continuing connected transactions for the Company. Requirements of the Listing Rules 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. REASONS FOR THE DISCLOSEABLE TRANSACTION AND ON-GOING CONNECTED TRANSACTIONS In order to sustain the development of the Group, the Directors are giving full consideration to every investment opportunity which are beneficial to the Group, not limited to those investment opportunities related to the principal business of the Company, with an aim to generate the best return from investments. The Directors consider the transactions are the best investment opportunities currently available to the Company, having considered its current capital position. The Company has sufficient financial resources generated from its operation to finance the purchase of the Aircrafts. In view of the potential stable revenue which the Group could be derived from purely leasing the Aircrafts to Daily Air Corporation, Inc., the Directors believe that the acquisition of the Aircrafts will be able to generate a best return from the acquisition. All costs related to the day-to-day operation of the Aircrafts, including maintenance and insurance costs, will be fully borne by Daily Air Corporation, Inc.. The Company, other than the acquisition cost of the Aircrafts, will only incur costs for any tax liability arising from leasing the Aircrafts. The Directors consider that purchasing the Aircrafts and leasing the Aircrafts to Daily Air Corporation, Inc. are in the interests of the Company's shareholders as a whole. The terms of the Aircraft Sale Agreements and the aircraft lease agreement were arrived at after arm's length negotiation between ROC Advance and Daily Air Corporation, Inc.. The Directors consider that the terms of the Aircraft Sale Agreements and the aircraft lease agreement are of normal commercial terms and are fair and reasonable and in the interests of the shareholders of the Company as a whole. GENERAL The Group is principally engaged in possessing and manufacturing of different kinds of steel sheets and steel pipes which are used by its customers in the manufacture of computing, consumer electronics and communication products, sports equipment, as well as spare parts of household appliances and motor vehicles mainly for the overseas markets through indirect export sales. UNI Airways Corporation is principally engaged in operating international and domestic airlines in Republic of China for passenger and cargo transportations. Daily Air Corporation, Inc. is principally engaged in operating domestic airlines for passenger and cargo transportations among offshore islands in the Republic of China. TERMS USED IN THIS ANNOUNCEMENT In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: "Aircrafts" two Dornier 228-212 aircrafts, each in a 19 passengers configuration for passenger and cargo transportations "Aircraft Sale Agreements" two agreements dated 8 April 2005 between