09:58 ASIA FINANCIAL<00662> - Announcement (3) The principal activity of the Company is investment holding. The principal activities of its principal subsidiaries comprise the provision of banking, insurance and investment services. The principal activity of the Purchaser is investment holding. The Purchaser is a company ultimately owned by Mr. Tsao, a Non-executive Director of the Company, and accordingly, a connected person of the Company and therefore the transaction contemplated under the Agreement constitutes a connected transaction for the Company under the Listing Rules. Pursuant to the Listing Rules, as each of the applicable Percentage Ratios is less than 2.5%, the Disposal is only subject to announcement and reporting requirements and does not require the approval of the independent shareholders of the Company. Details of the Disposal is accordingly disclosed in this Announcement and will be disclosed in the Company's 2005 annual report pursuant to Rule 14A.45 of the Listing Rules. TERMS USED IN THIS ANNOUNCEMENT "Agreement" the sale and purchase agreement entered into between the Seller and the Purchaser in relation to the disposal of the Shares on 22nd April 2005 "Company" Asia Financial Holdings Limited, a company incorporated in Bermuda, the shares of which are listed on the Stock Exchange "Directors" the board of directors of the Company "Disposal" the disposal of the Shares by the Seller to the Purchaser at a consideration of US$1,235,941 (approximately HK$9,640,340) "Great Asia" Great Asia Industrial Development Co. Ltd., a company incorporated in Bermuda with limited liability "Group" the Company and its subsidiaries "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Mr. Tsao" Tan Sri Frank Wen King Tsao, a Non-executive Director of the Company "Percentage Ratios" has the meaning as set out in Rule 14A.10(10) of the Listing Rules "PRC" the People's Republic of China "Purchaser" IMC Properties Incorporated, a company incorporated in Liberia with limited liability "Seller" AFH Investments (BVI) Limited, a company incorporated in British Virgin Islands with limited liability "Shares" the 1,000,000 ordinary shares of US$1 each issued and paid-up in the capital of Great Asia and registered in the name of the Seller, representing 5% of the entire issued capital of Great Asia "Stock Exchange" The Stock Exchange of Hong Kong Limited "US$" United States dollars, the lawful currency of the United States of America (For reference only, the exchange rate used in this Announcement is US$1.0