10:45 FIH<02038> - Announcement (2) industry dedicated to providing worldwide top-tier handset brand names with one-stop shop services ranging from design, manufacturing, testing to cutting edge wireless technology applications. Its business focus is mainly on OEM/ODM of GSM, GPRS, EDGE handsets and modules. For the year ended 31 December 2004, the audited net asset value of CMCS was approximately NT$1,817 million (US$57.03 million). For the financial year ended 31 December 2004, the audited net profits before and after taxation and extraordinary items of CMCS were approximately NT$394 million (US$12.37 million) and NT$391 million (US$12.27 million), respectively. For the financial year ended 31 December 2003, the audited net profits before taxation and extraordinary items and audited net losses after taxation and extraordinary items of CMCS were approximately NT$5 million (US$0.16 million) and NT$36 million (US$1.13 million), respectively. REASONS FOR AND BENEFITS OF THE ACQUISITION It is the Group's principal strategic objective to be the leading manufacturing services provider in the handset industry. The acquisition of a controlling interest in CMCS will enhance the Group's design capabilities, reinforce the Group's vertical integration business model to compete more effectively, as well as strengthen the Group's services and the provision of value-added services to its key customers. It will also provide the Group with opportunities for revenue growth and margin improvement. The Directors believe the terms of the transaction are fair and reasonable and in the interests of the Shareholders as a whole. GENERAL Upon completion of the Acquisition, CMCS will become a subsidiary of the Company. The Acquisition will be funded by internal resources of the Group. The Group is a leading vertically integrated manufacturing services provider for the handset industry worldwide. It provides a full range of manufacturing services to its customers in connection with the production of handsets. Chi Mei's principal business activities are in the petro chemical industry. Chi Mei was the first acrylic sheet manufacturer in Taiwan. Not only being one of the largest ABS, PS, AS, BR and PMMA maker in the world, Chi Mei has also ventured into different fields such as food, hospitality, telecommunication, trading, and other hi-tech manufacturing industries. The principal business activity of Jentra is investment and it is a 42% owned subsidiary of Chi Mei. The Acquisition constitutes a discloseable transaction of the Company under the Listing Rules. A circular containing, inter alia, further information on the Acquisition will be despatched to the Shareholders in accordance with the relevant requirements of the Listing Rules. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Vendors and their respective ultimate beneficial owners are third parties independent of the Company and connected persons (as defined under the Listing Rules) of the Company. DEFINITIONS `ABS' Copolymer of Acrylonitrile, Butadiene and Styrene `Acquisition' the acquisition by Transworld of a total of 84,713,000 shares of CMCS (representing 56.48% of its total issued share capital) from the Vendors pursuant to the Agreements `Agreements' the CM Agreement and Jentra Agreement `AS' Acrylic Sheet `Board' the board of Directors `BR' Butadiene Rubber `Chi Mei' Chi Mei Corporation, a company incorporated in Taiwan `CM Agreement' the sale and purchase agreement dated 12 May 2005 between Transworld and Chi Mei in respect of the acquisition by Transworld of 69,788,000 shares of CMCS (representing 46.53% of its total issued share capital) from Chi Mei `CMCS' Chi Mei Communications Systems, Inc., a company