09:33 LUEN THAI<00311> - Announcement (3) A circular containing details of the Transaction will be despatched to the shareholders of the Company within 21 days from the date of publication of this announcement. V. DEFINITIONS "Acquired Company" Partner Joy Group Limited, a private company incorporated under the laws of the British Virgin Islands; "Company" Luen Thai Holdings Limited, the shares of which are listed on the Stock Exchange; "Completion" completion of the Sale and Purchase Agreement in accordance with its terms; "connected person" shall have the meaning as ascribed to it under the Listing Rules; "Consideration" the consideration to be determined, and paid by the Purchaser, in accordance with the terms of the Sale and Purchase Agreement; "Directors" directors of the Company for the time being; "Group" the Company and its subsidiaries; "Guarantor" Luen Thai Overseas Limited, a company incorporated under the laws of Bahamas which is a wholly- owned subsidiary of the Company and the immediate holding company of the Purchaser; "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China; "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange; "Novelwill" Novelwill International Limited, a company incorporated in the British Virgin Islands; "Purchaser" Fortune Investment Overseas Limited, a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of each of the Guarantor and the Company; "Sale and Purchase Agreement" a sale and purchase agreement dated 3 May 2005 entered into between, inter alia, the Vendor and the Purchaser in relation to the Transaction; "Share" a share of US$1.00 each in the capital of the Acquired Company; "Stock Exchange" The Stock Exchange of Hong Kong Limited; and "Transaction" the acquisition of a 71% interest in the issued capital of the Acquired Company; "Trumpinvest" Trumpinvest Holdings Limited, a company incorporated in the British Virgin Islands; "Vendor" New Trillion Consultants Limited, a company incorporated under the laws of the British Virgin Islands; and "Warrantor" Tien-Hu Enterprise Limited, a company incorporated under the laws of Hong Kong, which together with the Vendor are the warrantors under the Sale and Purchase Agreement. By order of the Board of Directors Luen Thai Holdings Limited Henry Tan Executive Director & Chief Executive Officer Hong Kong, 4 May 2005 As at the date of this announcement, the executive directors of the Company are Messrs. Tan Siu Lin (Chairman), Tan Henry, Tan Willie and Tan Cho Lung, Raymond; and the independent non-executive directors are Messrs. Chan Henry, Cheung Siu Kee and Seing Nea Yie.