09:37     HOP HING HOLD<00047> - Announcement (2)                             

    THE SHARE PURCHASE AGREEMENT DATED 29 APRIL 2005                          
    Parties:                                                                  
    Vendor: Hop Hing Oil Factory Limited, an indirectly                       
    wholly-owned subsidiary of the Company.                                   
                                                                              
    Purchaser:      Merry Capital Investments Limited, a                      
    subsidiary of the Controlling Shareholder and the                         
    principal business of which is investment holding.                        
                                                                              
    Assets to be disposed of:                                                 
    Sale Shares:    12 ordinary shares of HK$1.00 each in                     
    the issued share capital of EAL, representing the                         
    entire issued share capital of EAL, the principal                         
    business of which is investment holding.                                  
                                                                              
    Sale Debt:      the shareholders' loans owed by EAL to the                
    Vendor that were outstanding at Completion.                               
                                                                              
    Consideration:                                                            
    The total consideration for the Disposal of HK$5.8                        
    million, which was paid in cash by the Purchaser upon                     
    Completion, was arrived at after arm's length                             
    negotiations between the parties. The consideration                       
    for the Sale Shares of HK$1.6 million was determined                      
    with reference to the unaudited consolidated net                          
    asset value of EAL as at 31 March 2005 as adjusted                        
    to reflect a valuation of the Properties by an                            
    independent valuer as at 31 March 2005. The net book                      
    value of the Properties as at 31 March 2005 before                        
    revaluation was approximately HK$125.1 million and                        
    the revaluation surplus amounts to approximately                          
    HK$0.5 million. The consideration for the Sale Debt                       
    of HK$4.2 million is equivalent to the book value of                      
    the Sale Debt as at the date of the Share Purchase                        
    Agreement. The Directors (including the independent                       
    non-executive directors) consider that the                                
    consideration is fair and reasonable insofar as the                       
    Company and the Independent Shareholders are                              
    concerned.                                                                
                                                                              
    Completion                                                                
    Completion took place immediately following signing                       
    of the Share Purchase Agreement on 29 April 2005. Upon                    
    Completion, EAL became a subsidiary of the                                
    Controlling Shareholder and is no longer a subsidiary                     
    of the Company. There are no restrictions on the                          
    subsequent sale of the Sale Shares by the Purchaser                       
    under the Share Purchase Agreement.                                       
                                                                              
    Information on EAL                                                        
    EAL is the holding company of Wytak, a company which                      
    holds the Group's industrial properties and land                          
    sites in Hong Kong and which also has a syndicated                        
    loan. The audited consolidated net loss before and                        
    after taxation and extraordinary items of EAL was                         
    approximately HK$1.3 million and HK$0.3 million                           
    respectively for the year ended 31 December 2003 and                      
    was approximately HK$1.1 million and HK$9.5 million                       
    respectively for the year ended 31 December 2004. As                      
    at 31 March 2005, the unaudited consolidated net asset                    
    value of EAL as adjusted to reflect a valuation of                        
    the Properties by an independent valuer as at 31 March                    
    2005 amounted to approximately HK$1.6 million.                            
                                                                              
    THE TENANCY AGREEMENT DATED 29 APRIL 2005                                 
    1.      Parties                                                           
    Tenant: the Vendor                                                        
    Landlord:       Wytak                                                     
                                                                              
    2.      Term                                                              
    For the period from 29 April 2005 to 28 April 2006.