10:26 CHINA HAIDIAN<00256> - Announcement (4) shareholders of Citychamp; and (ii) the Company obtaining all necessary approvals in relation to the formation of Dartong. If the above conditions are not fulfilled on or before 30 September 2005 (or such other date as the parties to the Agreement may agree), the Agreement will lapse. REASONS FOR THE FORMATION OF DARTONG Enamelled copper wires are used in electrical machinery, home appliances, telecommunication equipment, vehicles and measuring devices. The PRC has become the worldwide manufacturing and processing centre after entering into the World Trade Organisation. Numerous international manufacturing enterprises have relocated their factories to the PRC in recent years and as a result, there is an enormous demand for enamelled copper wires in the PRC. Moreover, the high growth in the PRC electricity industry results in a high demand for enamelled copper wires since these wires are essential for all electrical generators, machinery, transformers and many other electricity-related accessories. The enamelled copper wires to be produced by Dartong will be used in colour display and colour picture tube in televisions. They will also be used in frequency conversion machinery and air-conditioning compressors. The Citychamp Group is also engaged in the manufacturing and sale of enamelled copper wires in the PRC. However, the enamelled copper wires produced by the Citychamp Group have lower heat resistance than those of Dartong and the Citychamp Group's customer base is different from those targeted by Dartong. The Citychamp Group has been engaged in the manufacturing and sale of enamelled copper wires in the PRC for more than 30 years and has built up the technical know-how of producing enamelled copper wires. Therefore, the Directors consider that the formation of Dartong with Citychamp will provide the Company with a good opportunity to capture the growth of the enamelled copper wires industry in the PRC. In addition, the formation of Dartong will help to diversify the Group's revenue sources. As such, the Directors consider that the formation of Dartong is in the interests of both the Company and the Shareholders. They also consider that the terms of the Agreement are fair and reasonable and in the interests of the Company and the Shareholders. GENERAL The Group is principally engaged in the manufacturing and sale of watches and clocks, and property investment and development, manufacturing and distribution of timber products. The formation of Dartong constitutes a "discloseable transaction" for the Company under the Listing Rules. A circular containing, among other things, details of the Agreement will be despatched to the Shareholders as soon as practicable. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: "Agreement" the joint venture agreement dated