09:31 SINO GOLF HOLD<00361> - Announcement (4) The Circular will also contain the letter of advice from the independent financial adviser to the Independent Board Committee and independent Shareholders in relation to the terms of the Supply Agrement and the Continuing Connected Transactions contemplated, as well as the letter of advice from the Independent Board Committee to the Shareholders in relation to the same. DEFINITIONS "Company" Sino Golf Holdings Limited "Directors" directors of the Company "Group" the Company and its subsidiaries "HK$" Hong Kong dollars, the lawful currency for the time being in Hong Kong "Independent Board an independent board committee comprising 3 independent Committee" non-executive Directors to advise the independent Shareholders as to the fairness and reasonableness of the Continuing Connected Transactions "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange "Nikko Bussan (Japan)" Nikko Bussan Co., Ltd., a company incorporated in Japan and controlled by Mr. Takanori Matsuura, a Director and Shareholder "SGM" special general meeting of the Company "Shareholders" shareholders of the Company "Sino Golf Macau" Sino Golf Comercial offshore De Macau Limitada, an indirectly wholly owned subsidiary of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Supply Agreement" the agreement for the supply of golf products entered into between SG Macau and Nikko Bussan (Japan) date 18 April 2005 By Order of the board of Directors of SINO GOLF HOLDINGS LIMITED Chu Chun Man, Augustine Chairman Hong Kong, 20 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.