09:53     PERFECTECH INTL<00765> - Announcement (6)                           

    shareholding in the Company, no Shareholder and its respective            
    associates has any interest in the Acquisition which is different from    
    the other Shareholders. As no Shareholder or its respective associates    
    has any material interest in the Acquisition, no Shareholder or its       
    respective associates needs to abstain from voting at the general         
    meeting. In addition, as the applicable Percentage Ratios for the         
    Acquisition exceed 5% but are below 25%, the Acquisition also             
    constitutes a discloseable transaction of the Company under the Listing   
    Rules.                                                                    
                                                                              
    The Independent Board Committee comprising Mr. Lam Yat Cheong, Mr. Yip    
    Chi Hung and Mr. Ng Siu Yu, Larry has been appointed by the Board to      
    advise the Shareholders as to the fairness and reasonableness of the      
    terms of the Sale and Purchase Agreements and the granting of Corporate   
    Guarantees. Written approval of the Sale and Purchase Agreement and the   
    granting of Corporate Guarantees has been obtained from Mr. Poon, Mime    
    and Nielsen, a closely allied group of Shareholders. As at the date of    
    this announcement, Mime, Nielsen and Mr. Poon holds respectively          
    101,757,630, 63,097,200 and 14,984,000 Shares, representing               
    approximately 33.21%, 20.59% and 4.89% respectively and an aggregate of   
    58.69% of the entire issued share capital of the Company which carry the  
    same voting rights. Mime is 100% beneficially owned by Mr. Poon and his   
    spouse and Nielsen is 100% beneficially owned by Mr. Leung, his spouse    
    and his family members. Mr. Poon and Mr. Leung are co-founders of the     
    Group and have served as Directors since the Shares were first listed on  
    the Stock Exchange in October 1992. In addition, Mr. Poon, Mime, Nielsen  
    and the Company have confirmed that they have voted in the same way in    
    the past on all shareholders' resolutions, including routine resolutions  
    at annual general meetings. Mr. Poon, Mime and Nielsen and their          
    respective associates, as a closely allied group of Shareholders, are     
    not interested in the Acquisition other than Mr. Poon, Mime and           
    Nielsen's indirect interest in the Company as Shareholders. As such, Mr.  
    Poon, Mime and Nielsen are not required to abstain from voting. In view   
    of the aforesaid and to avoid unnecessary expenses of convening a         
    Shareholders' meeting, Shareholders' approval by way of a resolution      
    passed at a special general meeting would not be in the interest of the   
    Company and its Shareholders as a whole. An application has been made by  
    the Company to the Stock Exchange for a waiver from strict compliance     
    with the Listing Rules regarding the holding of a Shareholders' meeting   
    for the approval of the Sale and Purchase Agreements and the granting of  
    Corporate Guarantees pursuant to Rule 14A.43 of the Listing Rules.        
                                                                              
    JOINT FINANCIAL ADVISERS                                                  
    Joint financial advisers have been appointed to advise the Company on     
    the Acquisition. Save and except that Ms. Lau Kwai Ngor, spouse of Mr.    
    Poon, is interested in approximately 2% of the entire issued share        
    capital of Phoenix Capital Holdings Limited, the holding company of       
    Phoenix Capital Asia Limited and to the best of the Directors'            
    knowledge, information and belief after having made all reasonable        
    enquiries, the joint financial advisers are third parties independent of  
    and not connected with the Company and its connected persons (as defined  
    in the Listing Rules).                                                    
                                                                              
    GENERAL                                                                   
    A circular containing, among other things, details on the Sale and        
    Purchase Agreements, a letter from an independent financial adviser       
    containing its advice to the Independent Board Committee and              
    Shareholders on the Sale and Purchase Agreements and the granting of      
    Corporate Guarantees and the recommendation of the Independent Board      
    Committee will be despatched to the Shareholders within 21 days after     
    the publication of this announcement.                                     
                                                                              
    DEFINITION                                                                
    In this announcement, unless the context otherwise requires, the          
    following words and expressions shall have the following meanings:        
                                                                              
    "2003 Acquisition"        the acquisition by the Purchaser of 59% equity  
    interest in PIML pursuant to the sale and purchase agreement dated 9      
    December 2003                                                             
                                                                              
    "Acquisition"        the acquisition by the Purchaser of the Sale Shares  
    subject to and upon the terms and conditions of the Sale and Purchase     
    Agreements, including but not limited to the granting of Corporate        
    Guarantees                                                                
                                                                              
    "associates"        has the meaning ascribed to it under the Listing      
    Rules                                                                     
                                                                              
    "Board"        the board of Directors                                     
                                                                              
    "Company"        Perfectech International Holdings Limited, a company     
    incorporated in Bermuda and the Shares of which are listed on the Stock   
    Exchange                                                                  
                                                                              
    "Completion"        completion of the Acquisition pursuant to the Sale