10:08 AEON CREDIT<00900> - Announcement (3) will not exceed HK$20,890,000 (the "Commission Cap") and HK$16,400,000 (the "Service Cap") respectively. The Commission Cap has been determined by reference to the highest annual amount of commissions received by the Company from AEON Stores during the past three years to which a cushion of 15% has been added to provide flexibility to take account of possible changes in the volume of the Commission Transactions. The average commission received by the Company from AEON Stores in the past three years was HK$14,300,000. The Service Cap has been determined by reference to the average historical value of HK$8,800,000 paid by the Company in the past three years and the anticipated increase in the business volume of the Company. It is expected that the applicable percentage ratios for each of the Commission Transactions and Service Transactions (the "Transactions") will be less than 2.5%. In accordance with Rule 14A.34 of the Listing Rules, the Transactions are only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and are exempt from the independent shareholders' approval. Details of the Transactions will be included in the Company's next published annual reports and accounts. The Company will comply with the continuing obligations under Rules 14A.37 to 14A.41 of the Listing Rules and will re-comply with the relevant Listing Rules if the Commission Cap or the Service Cap is exceeded, when the Master Agreement or the Service Agreement is renewed and when there is a material change to its respective terms. REASONS FOR ENTERING INTO THE TRANSACTIONS The directors of the Company, including the independent non-executive directors, are of the view that the Transactions, the Master Agreement and the Supplemental Agreement have been entered into in the ordinary and usual course of business of the Company, on normal commercial terms, negotiated on an arm's length with reference to the prevailing market conditions, and are fair and reasonable and in the interests of the Company and its shareholders as a whole. The directors of the Company, including the independent non-executive directors, consider it to be in the interests of the Company to continually engage in the Transactions as they are beneficial to the business and profitability of the Company. GENERAL The Company is principally engaged in the provision of consumer credit finance services, which include the issuance of credit cards, the provision of vehicle financing, hire purchase financing and personal loan financing. AEON Stores, a company listed on The Stock Exchange of Hong Kong Limited, is principally engaged in the operation of general merchandise stores. AEON Shenzhen, a company established in the People's Republic of China, is principally engaged in the provision of call center services. By order of the Board Masanori Kosaka Managing Director Hong Kong, 20th April 2005 As at the date of this announcement, the executive directors of the Company are Mr. Masanori Kosaka