09:38     HOP HING HOLD<00047> - Announcement (4)                             

    Company and the Shareholders as a whole.                                  
                                                                              
    ANNUAL CAP                                                                
    The aggregate rental payable by the Company under the                     
    Tenancy Agreement amounts to approximately HK$3.34                        
    million (inclusive of government rates and                                
    air-conditioning charges). On this basis, the maximum                     
    rental payable by the Company under the Tenancy                           
    Agreement is approximately HK$2.24 million for the                        
    year ending 31 December 2005 and approximately HK$1.1                     
    million for the year ending 31 December 2006. The                         
    Directors (including the independent non-executive                        
    directors) consider that the cap amounts are fair and                     
    reasonable so far as the Company and the Independent                      
    Shareholders are concerned.                                               
                                                                              
    LISTING RULES IMPLICATIONS                                                
    The Purchaser is a subsidiary of the Controlling                          
    Shareholder, a substantial shareholder of the Company                     
    under the Listing Rules. The Purchaser is therefore                       
    a connected person of the Company by virtue of it being                   
    an associate of a substantial shareholder of the                          
    Company. Accordingly, the Share Purchase Agreement                        
    is a connected transaction of the Company under the                       
    Listing Rules. The Share Purchase Agreement is also                       
    a discloseable transaction of the Company under the                       
    Listing Rules. As the Share Purchase Agreement was                        
    entered into on normal commercial terms, each of the                      
    applicable percentage ratios as defined under Rule                        
    14.07 of the Listing Rules is more than 2.5% but less                     
    than 25% and the total consideration payable under                        
    the Share Purchase Agreement is less than HK$10                           
    million, pursuant to Rule 14A.32 of the Listing Rules,                    
    the Share Purchase Agreement is subject to the                            
    reporting and announcement requirements set out in                        
    Rules 14A.45 to 14A.47 of the Listing Rules but is                        
    exempt from the independent shareholders' approval                        
    requirements.                                                             
                                                                              
    Upon Completion, Wytak became a subsidiary of the                         
    Controlling Shareholder, a substantial shareholder                        
    of the Company under the Listing Rules. Wytak is                          
    therefore a connected person of the Company by virtue                     
    of it being an associate of a substantial shareholder                     
    of the Company. Accordingly, the Tenancy Agreement                        
    is a continuing connected transaction for the Company.                    
    As the Tenancy Agreement was entered into on normal                       
    commercial terms and the relevant percentage ratio                        
    as defined under Rule 14.07 of the Listing Rules is                       
    on an annual basis, more than 2.5% but less than 25%                      
    and the annual consideration is less than HK$10                           
    million, pursuant to Rule 14A.34 of the Listing Rules,                    
    the Tenancy Agreement is subject to the reporting and                     
    announcement requirements set out in Rules 14A.45 to                      
    14A.47 of the Listing Rules but is exempt from the                        
    independent shareholders' approval requirements. The                      
    Company will comply with its continuing obligations                       
    under Rules 14A.37 to 14A.40 of the Listing Rules and                     
    will re-comply with the relevant Listing Rules if the                     
    annual cap referred to above is exceeded, when the                        
    Tenancy Agreement is renewed and when there is a                          
    material change to its terms.                                             
                                                                              
    GENERAL                                                                   
    A circular containing particulars of the Share                            
    Purchase Agreement will be despatched to the                              
    Shareholders as soon as practicable.                                      
                                                                              
    DEFINITIONS                                                               
    "associate(s)"  has the meaning ascribed to it in the                     
    Listing Rules