10:53 CHENGDU PUTIAN<01202> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Chengdu PUTIAN Telecommunications Cable Company Limited (a sino-foreign joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 1202) Discloseable and Connected Transaction SALE AND PURCHASE AGREEMENT Pursuant to the Sale and Purchase Agreement, the Company and Shuangliu, a 66.67% owned subsidiary of the Company, have agreed to acquire 20% and 10% of the equity interest of Chengdu MCIL, respectively from MCIL for a consideration of RMB5,733,334 (approximately HK$5,408,805.66) and RMB2,866,666 (approximately HK $2,704,401.89), respectively. Upon completion of the Sale and Purchase Agreement, the Company and Shuangliu will own 90% and 10% of the equity interest of Chengdu MCIL, respectively. DISCLOSEABLE AND CONNECTED TRANSACTION As at the date of the Sale and Purchase Agreement, MCIL owns 30% of the equity interest of Chengdu MCIL and therefore MCIL is a connected person of the Company under the Listing Rules. Accordingly, the Sale and Purchase Agreement constitutes a connected transaction for the Company under the Listing Rules. As each of the percentage ratios (as defined in Rule 14.07 of the Listing Rules) is less than 25% and the aggregate consideration under the Sale and Purchase Agreement, being RMB8,600,000 (approximately HK$8,113,207.55), is less than HK $10,000,000, the Sale and Purchase Agreement is only subject to the reporting and announcement requirements set out in Chapter 14A of the Listing Rules. Relevant details will also be included in the next published annual report and accounts of the Company in accordance with Rule 14A.45 of the Listing Rules. According to the Listing Rules, the Sale and Purchase Agreement also constitutes a discloseable transaction for the Company which is subject to the notification and publication requirements as set out in Rules 14.34 to 14.39 of the Listing Rules. A circular containing, among other things, details of the Sale and Purchase Agreement will be despatched to the shareholders of the Company as soon as practicable. SALE AND PURCHASE AGREEMENT Date 12 May 2005 Parties (1) MCIL as the vendor; and (2) the Company and Shuangliu as the purchasers Major terms of the Sale and Purchase Agreement Transaction between MCIL and the Company Consideration: RMB5,733,334 (approximately HK$5,408,805.66), 50% of which (amounting to RMB2,866,667) will be payable within 15 days from the date of the Sale and Purchase Agreement and the remaining balance of RMB2,866,667 will be payable within 15 days from the date the new business licence reflecting the transaction is issued for Chengdu MCIL by the relevant government authority. All consideration will be payable in cash from the Company's internal resources. Transaction between MCIL and Shuangliu Consideration: RMB2,866,666 (approximately HK$2,704,401.89), 50% of which (amounting to RMB1,433,333) will be payable within 15 days from the date of the Sale and Purchase Agreement and the remaining balance