11:27 MORNING STAR<00542> - Announcement & Resumption of Trading-3 taxation and extraordinary items HK$1,489 HK$10,696 The unaudited consolidated net asset value for the year ended 31 December 2004 is approximately GBP29.07 million (approximately HK$427.91 million) and the audited consolidated net asset value for the year ended 31 December 2003 is GBP28.34 million (approximately HK$417.24 million), respectively. PROCEEDS FROM THE DISPOSAL The Group intends to place the proceeds of GBP11,270,000 (approximately HK$165,894,400) from the Disposal into an interest bearing deposit account on a short term basis with a licensed bank in Hong Kong. The Company has no intention currently in relation to any specific target of acquisition. INFORMATION OF THE GROUP The principal activities of the Group are provision of travel and travel-related services, hotel investment and management, property development and property agency services as well as provision of financial services and securities broking. FINANCIAL EFFECT OF AND REASON FOR THE DISPOSAL The Company acquired the Sale Shares in 2001 and 2004 with the objectives then to expand its network of hotel operations into Europe and invest into a profit generating hotel business with a prime strategic location in London. After the Disposal, the Group will cease to have any hotel operations in Europe for the time being. Since 2001, the Sterling Pound has strengthened by more than 30% against the Hong Kong Dollar. The Disposal represents a good opportunity for the Company to realize this potential exchange gain. As at 31 December 2004, the carrying value of the Company's investment in POHP amounted to approximately HK$121.91 million (being the latest date to which the audited accounts of the Group were drawn up). The investment in POHP constitutes only part of the Group's investments and the Group still maintains sufficient and significant level of operations and sizeable assets through its principal activities, i.e. provision of travel and travel-related services, hotel management, property development and property agency services as well as provision of financial services and securities broking business. For the financial year ended 31 December 2004, the turnover and gross profit of the Group were approximately HK$494.66 million and HK$63.01 million respectively. Based on the above, the Directors consider that the Disposal is fair and reasonable and is in the best interest of the Company and Shareholders. GENERAL The Disposal constitutes a very substantial disposal transaction for the Company under Chapter 14 of the Listing Rules. Pursuant to Rule 14.49 of the Listing Rules, the Disposal is conditional upon approval by the Shareholders at the EGM. The Purchaser and their ultimate beneficial owners are, to the best of the Directors' knowledge, information and belief, after making all reasonable enquiries, Independent Third Parties and none of the Directors, chief executive or substantial shareholders of the Company and its subsidiaries and associates of any of them has any interest, other than through their interest in the Company, in the Disposal. No Shareholder is required to abstain from voting in respect of the proposed resolution