09:57     ASIA FINANCIAL<00662> - Announcement (2)                            

    (ii)    the remaining 70% of the consideration to be paid on the          
    Completion Date.                                                          
                                                                              
    The consideration was determined after arm's length negotiations          
    between the Seller and the Purchaser with reference to the                
    audited net asset value of Great Asia as at 31st December 2003.           
                                                                              
    COMPLETION DATE                                                           
                                                                              
    Completion Date of the Agreement shall be within 14 working days          
    after the approval of the Monetary Authority of Bermuda in                
    respect of the transfer of the Shares have been obtained or such          
    other date as the Seller and the Purchaser shall mutually agree           
    in writing.                                                               
                                                                              
    INFORMATION ON GREAT ASIA                                                 
                                                                              
    Great Asia is an investment holding company. The principal                
    activities of its subsidiaries and jointly controlled entities            
    comprise the manufacturing and selling of packed aluminium foil,          
    manufacturing of chemical building materials, PVC window and              
    door profiles, acting as shipping agent, transportation, storage          
    and related businesses and provision of consultancy and                   
    technical support services in the PRC.                                    
                                                                              
    For the year ended 31st December 2003, the audited net profits            
    before and after taxation of Great Asia were HK$9,931,643 and             
    HK$8,183,025 respectively and the audited net asset value was             
    HK$192,806,871. For the year ended 31st December 2004, the                
    unaudited net profits before and after taxation of Great Asia             
    were HK$7,290,196 and HK$3,829,092 respectively and the                   
    unaudited net asset value was HK$187,503,462. As at 31st December         
    2004, the Company's share (5%) of the unaudited net asset value           
    and total asset value of Great Asia was HK$9,375,173 and                  
    HK$13,612,257 respectively.                                               
                                                                              
    Prior to the Agreement, Great Asia is owned as to 83.89% and              
    5% respectively by the Purchaser and the Seller and the remaining         
    11.11% is owned by an independent third party not connected to            
    the Seller nor the Purchaser.                                             
                                                                              
    REASONS FOR AND BENEFIT FROM THE DISPOSAL OF THE SHARES                   
                                                                              
    To consolidate the Group's investment portfolio and to focus              
    on the core financial services business, the Board considers              
    that it is in the interest of the Company to dispose of the Shares        
    and the Group will not carry those business activities currently          
    run by Great Asia.                                                        
                                                                              
    The Directors (including the Independent Non-executive                    
    Directors) are of the view that the terms of the Agreement are            
    normal commercial terms, and fair and reasonable and in the               
    interests of the shareholders of the Company as a whole.                  
                                                                              
    The Shares are acquired in February 1994 at par value at a total          
    consideration of US$1,000,000 (approximately HK$7,800,000). As            
    at 31st December 2004, the book value of the Shares in the                
    Company's account was US$1,000,000 (approximately                         
    HK$7,800,000.)                                                            
                                                                              
    There will be a gain of US$235,941 (approximately HK$1,840,339)           
    for the Disposal.                                                         
                                                                              
    USE OF PROCEEDS                                                           
                                                                              
    The proceeds from the Disposal of US$1,235,941 (approximately             
    HK$9,640,340) will be used as general working capital of the              
    Group.                                                                    
                                                                              
    GENERAL