09:24 DICKSON CONCEPT<00113> - Announcement (3) (iii) the Continuing Connected Transactions have been entered into in accordance with the terms of the Agreement; and (iv) the annual caps set out in paragraphs (a) above have been exceeded. Where, for whatever reason, the auditors decline to accept the engagement or are unable to provide the letter referred to in paragraph (d) above, the Directors will contact the Listing Division of the Stock Exchange immediately; (e) details of the Continuing Connected Transactions in each financial year will be disclosed in the annual report of the Company for that financial year together with a statement of the opinion of the independent non-executive Directors and confirmation from the auditors of the Company referred to in paragraphs (c) and (d) above; and (f) the DTG Group will provide to the Stock Exchange an undertaking that, for so long as the Company's shares are listed on the Stock Exchange, it will provide the Company's auditors with full access to its relevant records for the purpose of the auditors' review of the Continuing Connected Transactions referred to in paragraph (d) above. SGM Given the above, the SGM will be convened as soon as practicable at which resolution(s) will be proposed to approve the Continuing Connected Transactions and the annual caps of the Continuing Connected Transactions. In view of the interest of Mr. Dickson Poon in the Continuing Connected Transactions, he and his associates will abstain from voting at the SGM. GENERAL The Company is an investment holding company and the Group is principally engaged in the sale of luxury goods with over 380 retail outlets throughout Asia. An Independent Board Committee comprising the independent non-executive Directors, namely Mr. Bhanusak Asvaintra, Mr. Nicholas Peter Etches and Mr. Christopher Patrick Langley has been established to advise the Independent Shareholders in respect of the terms of the Agreement and the annual caps. In connection therewith, Anglo Chinese Corporate Finance, Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders. A circular containing, among other matters, (i) the details of the Continuing Connected Transactions; (ii) the advice of the Independent Board Committee to the Independent Shareholders; (iii) the advice of the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) the notice of the SGM will be despatched to the shareholders of the Company as soon as practicable. In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: "Agreement" the merchandise sale and purchase agreement entered into between DCWL and Dickson Trading (S) on 25th April, 2005 "associates" has the meaning as ascribed under the Listing Rules "Board" the board of Directors "Company" Dickson Concepts (International) Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange "Continuing Connected Transactions" the continuing connected transactions of the Company regarding the Sales of Merchandise contemplated under the Agreement