10:06 WEALTHMARK INTL<00039> - Announcement (4) Observation The Group does not prepare financial budgets on a regular basis and has no formal budgeting processes or procedures. The Company is still lacking proper and formal budgeting processes or procedures, especially on general ledger account for Inventory and Cost of Sales. Therefore, it is strongly recommended that a systematic budgeting procedure be promptly adopted by the Company. VIII. Misappropriation As at the date of this announcement, no evidence of misappropriation of funds has yet been found by HLB based on the scope of work as detailed in the Company's announcement dated 22nd February, 2005. RESPONSE TO THE PRELIMINARY FINDINGS The Company stresses that the above summary represents HLB's preliminary findings during their review period and points raised therefrom are not exhaustive. The Independent Committee has considered, discussed and accepted the findings and recommendation proposed by HLB. The Independent Committee will discuss these matters with the Board and advise the Board to implement the suggestions and recommendations made by HLB. The Directors on the Impendent Committee believe that most of the internal control weaknesses identified in the Report can be rectified through the adoption and execution of the revised Manual based on HLB's recommendations as well as regular review and monitoring of the internal control systems in the future. The executive Directors have, in principle, agreed to implement the reasonable proposals of the Independent Committee to closely monitor the internal control system so as to ensure that the revised Manual is strictly followed. Regular management meetings will be held to review the strict compliance with and implementation of the internal control system. The Independent Committee will semi-annually discuss and review, among other matters, the internal control system with the executive Directors and where appropriate, assist in devising measures to strengthen in the internal control system of the Group from time to time. It is currently anticipated that a 3 month implementation/rectification period be in place with a further revisiting with HLB of the steps taken by the Company thereafterwards. INQUIRY AND REVIEW With regards to the Inquiry and Review, these are still ongoing as the books and records of the Company are still in the confines of the ICAC. The Inquiry as to whether proper books and accounts are kept is expected to take another 2 months. A further announcement will be made as and when applicable in respect of the status and findings of the Inquiry and Review. At such time, the Company will announce the corporate governance arrangements in place and whether these and the financial control systems adopted are adequate. CORPORATE GOVERNANCE With regards to ensuring good corporate governance by the Company, the Company has requested the assistance of its legal advisers to assist it in adopting the Code on the Governance Practice issued by the Stock Exchange and which became effective on 1st January, 2005 and the implementation of such Code. Made by the order of the Board of Wealthmark International (Holdings) Limited, the directors of which individually and jointly accept responsibility of the accuracy of this announcement. By Order of the Board Wealthmark International (Holdings) Limited Tse Chung Sing Director Hong Kong, 6 May, 2005 As at the date hereof, the executive Directors are Mr. Wong Chor Sang, Mr. Danny Kwok Kee Ho, Mr. Chan Wai Kin, Benito and Mr. Tse Chung Sing; and the independent non-executive Directors are Mr. Chan Sheung Kwan, Mr. Yang Xi and Mr. Yue Kwai Wa, Ken.