10:06 WONG'S INT'L<00099> - Announcement (2) (iii) The Group's interest in TWL is a minority interest in an unlisted company. The disposal represents a good opportunity for the Company to realize its interest in TWL. It is currently expected that the net proceeds generated from the disposal will be utilized for repaying bank loans and/or for the general working capital of the Group. FINANCIAL EFFECTS OF THE TRANSACTION Immediately prior to the entering of the Repurchase Agreement, TWL was a 30% owned associate of the Group. After completion of the Repurchase Agreement, the Group will cease to have any interest in TWL and TWL will become a wholly owned subsidiary of Tomiyama. The total capital injection paid by the Group in respect of its interest in TWL amounted to HK$2,550,000. The net asset value of the Group's 30% interest in TWL, as reflected in the audited consolidated balance sheet of the Group as at 31 December 2004, amounted to HK$15,514,000. Accordingly, completion of the Repurchase Agreement is expected to result in a loss on disposal in the amount of approximately HK$6,264,000. GENERAL The Group is principally engaged in the development, manufacture, marketing and distribution of electronic products, including micro-computers, telecommunication equipment, broadband communication products, internet appliances, wireless communication or networking equipment and other electronic products. The entering into of the Repurchase Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Company will send a circular to shareholders within 21 days after the publication of this announcement, setting out the details of the Repurchase Agreement and other information prescribed by the Listing Rules. DEFINITIONS `Board' the board of directors of the Company `Company' Wong's International (Holdings) Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the main board of the Stock Exchange `Season' Season Industries Limited, a company incorporated in Hong Kong with limited liability and a wholly owned subsidiary of the Company `Directors' the directors of the Company `Group' the Company and its subsidiaries `HK$' Hong Kong dollars, the lawful currency of Hong Kong `Listing Rules' the Rules Governing the Listing of Securities on the Stock Exchange `Repurchase Agreement' the agreement between Season and TWL dated 22 April 2005 whereby Season agrees to sell, and TWL agrees to repurchase, 2,550,000 shares in TWL (equivalent to 30% of the issued share capital of TWL) held by Season `Stock Exchange' The Stock Exchange of Hong Kong Limited `Tomiyama' Hong Kong Tomiyama Limited, a company incorporated in Hong Kong with limited liability and a third party independent of and not connected with the Company and its connected persons (as defined in the Listing Rules) `TWL' Tomiyama Wong Limited, a company incorporated in Hong Kong with limited liability and a 70:30 joint venture between Tomiyama and the Group prior to the entering into of the Repurchase Agreement