09:48 SINO GOLF HOLD<00361> - Announcement (3) the Disposal. A circular containing, among other things, further details of the Disposal, the letter from the independent financial adviser to the independent board committee and independent Shareholders, the recommendation of the independent board committee to the independent Shareholders on the Disposal together with the notice of the SGM will be dispatched to the Shareholders within 21 days after publication of this announcement. DEFINITIONS Unless the context otherwise requires, the following terms shall have the meanings set out below: "Agreement" the agreement dated 31 December 2004 in relation to the Disposal entered into between SGMCL and the Purchaser; "Associates" shall have the same meaning as ascribed to it under the Listing Rules; "Audited Net Asset Value" the net asset value as audited by the Company's auditors Ernst & Young; "Company" Sino Golf Holdings Limited, an exempted company incorporated in Bermuda with limited liability; "Consideration" the consideration for the Disposal; "Directors" the Directors of the Company; "Disposal" the disposal of 62.5% of equity capital of SHL by SGMCL to the Purchaser; "Group" the Company and its subsidiaries; "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China; "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange; "MI" *; "Purchaser" Global Sourcing and Distribution Limited; "SGMCL" Sino Golf Manufacturing Company Limited, an indirect wholly-owned subsidiary of the Company; "Shareholders" the shareholders of the Company; "SGM" special general meeting of the Shareholders; "SHL" *, an indirect subsidiary of the Company which is owned as to 62.5% by SGMCL; "Stock Exchange" The Stock Exchange of Hong Kong Limited; "Supplemental Agreement" the supplemental agreement dated 9 April 2005 to the Agreement entered into between SGMCL and the Purchaser; "Su Founder" Mr. Su Han Ji, the 100% beneficial owner of MI; and "Su Parties" Mr. Su Han Jian and Mr. Su Jin Yuan, the brother and son of Mr. Su Han Ji respectively. By Order of the board of Directors of Sino Golf Holdings Limited Chu Chun Man, Augustine Chairman Hong Kong SAR, 18 April 2005 As at the date hereof, the board of Directors is comprised of 7 directors, of which 4 are Executive Directors, namely Messrs. CHU Chun Man, Augustine, Messrs. Takanori MATSUURA, Messrs. CHU Yuk Man, Simon and Messrs. CHANG Hua Jung, and the rest of 3 are Independent Non-executive Directors, namely Messrs. CHOY Tak Ho, Messrs. CHIU Lai Kuen, Susanna and Messrs. TSE Ying Man. (*For the Chinese Name, please refer to the press announcement today.)