10:25 CHINA HAIDIAN<00256> - Announcement (3) valuer in Hong Kong. The unpaid portion of the consideration (include outstanding construction costs and costs of the machinery) of the Properties of approximately RMB32.3 million (equivalent to approximately HK$30.5 million) as at 31 March 2005 will be financed by internal resources and bank borrowings of Dartong. Of the total consideration of approximately RMB127.6 million (equivalent to approximately HK$120.4 million) of the Properties, RMB51 million (equivalent to approximately HK$48.1 million) will be injected by Citychamp into Dartong in the form of registered capital. The remaining balance of RMB76.6 million (equivalent to approximately HK$72.3 million) will be recognised as a debt due to Citychamp by Dartong. The construction work of the factory was still in progress as at 31 March 2005. If there are any changes in the actual costs of the Properties incurred by Citychamp between 31 March 2005 and the date of establishment of Dartong, the consideration of the Properties and, therefore, the debt due to Citychamp will be adjusted accordingly. Based on the information provided by Citychamp, the Directors expect that such difference will not be material. The debt will be unsecured, and will bear an interest rate equivalent to the one-year lending rate offered by the People's Bank of China with no fixed repayment term. It is currently intended that the repayment of the amount due to Citychamp will be financed by bank borrowings of Dartong. Citychamp also agreed to allow Dartong to use its trademark, production technology of enamelled copper wires and other intellectual property rights free of charge during the operation period of Dartong. Shareholding structure of Dartong The registered capital of Dartong will be held as to 51% by Citychamp and as to 49% by the Company. The Company and Citychamp will share any subsequent profit or loss arising from the operations of Dartong in proportion of their respective interests in Dartong. Composition of the board of directors of Dartong The board of directors of Dartong shall comprise six members. Each of the Company and Citychamp will nominate three members. Major corporate matters including changes in articles, termination and dismissal of Dartong, increase or transfer of the registered capital of Dartong and mergers with other economic organisations are subject to the directors' unanimous approval. Other matters are required to be approved by two-thirds of the directors. Each of the Company and Citychamp does not have unilateral control over Dartong. As the Company has joint control with Citychamp over Dartong, its interest in Dartong will be recorded in the Company's financial statements as a jointly-controlled entity. Term Dartong will have an initial term of 20 years and is extendable by the approval of the board of directors of Dartong and the relevant authority in the PRC. Conditions precedent The establishment of Dartong is conditional upon: (i) the approvals of the directors and the