10:07     AEON CREDIT<00900> - Announcement (2)                               

    Under the Master Agreement, the Company shall                             
    continue to receive commissions from AEON Stores in                       
    respect of the Commission Transactions. The                               
    commissions are calculated on the basis of a fixed                        
    percentage of the transaction value of the Commission                     
    Transactions.                                                             
                                                                              
    The commission rates payable to the Company by AEON                       
    Stores in respect of the Commission Transactions have                     
    been fixed by agreement between the Company and AEON                      
    Stores from time to time after negotiations at arm's                      
    length. In negotiating and agreeing the commission                        
    rates and other terms of the Commission Transactions,                     
    the Company took into account the prevailing market                       
    commission rates for similar types of transactions                        
    that are offered by the Company to third parties and                      
    gave credit to AEON Stores for business volume                            
    generated from the Commission Transactions.                               
                                                                              
    In order to provide flexibility for future Commission                     
    Transactions, and subject to compliance with the                          
    Listing Rules, the Company and AEON Stores have also                      
    agreed under the Master Agreement that commissions                        
    shall be paid by AEON Stores to the Company in respect                    
    of such other credit cards, hire purchase facilities                      
    and/or other credit purchase facilities as may be                         
    provided by the Company at such rates and on such terms                   
    as may be agreed between the Company and AEON Stores                      
    from time to time, which rates and terms shall be                         
    determined on the same basis as disclosed herein.                         
                                                                              
    SERVICE TRANSACTIONS                                                      
                                                                              
    The Company has been paying service fees to AEON                          
    Shenzhen for providing call centre services to the                        
    Company including customer service, telemarketing                         
    and accounts management ("Service Transactions")                          
    pursuant to a service agreement entered into between                      
    the Company and AEON Shenzhen (the "Service Agreement").                  
                                                                              
    In order to comply with Rule 14A.35(1) of the Listing                     
    Rules, the Company entered into a supplemental                            
    agreement on 15th April 2005 with AEON Shenzhen (the                      
    "Supplemental Agreement") to amend the term of the                        
    Service Agreement to a fixed term of three years                          
    expiring on 14th April 2008. The Service Agreement                        
    may be terminated by either the Company or AEON                           
    Shenzhen prior to the expiry of the fixed term by                         
    giving not less than ninety days' prior written notice                    
    of termination and may be renewed on such terms and                       
    conditions as the Company and AEON Shenzhen may                           
    mutually agree.                                                           
                                                                              
    Under the Supplemental Agreement, the Company shall                       
    continue to pay service fees to AEON Shenzhen for the                     
    Service Transactions and the service fees paid by the                     
    Company to AEON Shenzhen in respect of such services                      
    as may be provided by AEON Shenzhen to the Company                        
    shall be at such rates and on such terms as may be                        
    agreed between the Company and AEON Shenzhen from time                    
    to time, which rates and terms are determined by                          
    reference to the time spent and expenses incurred in                      
    performance of the services plus a performance                            
    incentive. Save as aforesaid, all the other terms of                      
    the Service Agreement remain unchanged.                                   
                                                                              
    ANNUAL CAP FOR THE TRANSACTIONS                                           
                                                                              
    The directors estimate that the maximum aggregate                         
    annual value for (i) the Commission Transactions                          
    under the Master Agreement, and (ii) the Service                          
    Transactions under the Supplemental Agreement,