09:12     CARRY WEALTH<00643> - Announcement (2)                              

    Other material term:   The board of directors of                          
    SWHT, which currently consists of 5 directors and                         
    2 of whom were nominated by SDWQ and the remaining                        
    3 were nominated by SPL, will consist of 5 directors,                     
    3 of whom will be nominated by SDWQ and the other                         
    2 directors will be nominated by SPL.                                     
                                                                              
    LISTING RULES IMPLICATIONS                                                
    SDWQ, which does not hold any shares in the Company,                      
    is a substantial shareholder of SWHT, an indirect                         
    subsidiary of the Company. Under Rule 14A.11(1) of                        
    the Listing Rules, SDWQ is regarded as a connected                        
    person of the Company. Accordingly, transactions                          
    between SPL and SDWQ would constitute connected                           
    transactions for the Company under the Listing                            
    Rules. The Disposal will be subject to the                                
    reporting, announcement and shareholders'                                 
    approval requirements under Rule 14A.17 of the                            
    Listing Rules. As SDWQ is only connected by virtue                        
    of its interest in SWHT, no Shareholder is required                       
    to abstain from voting at the SGM. Upon the increase                      
    in the registered capital of SWHT becoming                                
    effective, SWHT, which is currently owned as to 60%                       
    by SPL and as to 40% by SDWQ, will be owned as to                         
    40% by SPL and as to 60% by SDWQ. The dilution of                         
    interest is treated as a deemed disposal by the                           
    Company of an interest in SWHT under Rule 14.29 of                        
    the Listing Rules. Following the Disposal, SWHT                           
    will cease to be a subsidiary of the Company. The                         
    Disposal would also constitute a discloseable                             
    transaction for the Company under Rule 14.06(2) of                        
    the Listing Rules.                                                        
                                                                              
    REASON FOR THE DISPOSAL                                                   
    The Group is principally engaged in the                                   
    manufacturing of apparel products including knit                          
    tops and woven bottoms for internationally                                
    renowned brand names.                                                     
                                                                              
    SWHT is principally engaged in the knitting, dyeing                       
    and finishing of knitted fabrics.                                         
                                                                              
    For the period from 12th January, 2004 (date of                           
    establishment) to 31st December, 2004, SWHT                               
    recorded a net loss of RMB3,298,000 (approximately                        
    HK$3,111,000) and its net asset value was                                 
    RMB64,942,000 (approximately HK$61,266,000) as at                         
    31st December, 2004 according to SWHT's audited                           
    accounts for the period ended 31st December, 2004.                        
    Based on SWHT's unaudited management accounts for                         
    the period from 1st January, 2005 to 30th April,                          
    2005, SWHT recorded a net loss of RMB1,865,000                            
    (approximately HK$1,759,000) and its net asset                            
    value was RMB63,077,000 (approximately                                    
    HK$59,507,000) as at 30th April, 2005. The net                            
    asset value of the 20% interest in SWHT which the                         
    Company is deemed to dispose of is approximately                          
    RMB12,615,000 (approximately HK$11,901,000). The                          
    consideration deems to be received by the Company                         
    is US$1,650,000 (approximately HK$12,870,000),                            
    being 40% of the additional registered capital of                         
    SWHT contributed by SDWQ. Accordingly, the deemed                         
    gain is approximately HK$969,000. The audited                             
    accounts for the period ended 31st December, 2004                         
    and the unaudited management accounts for the                             
    period from 1st January, 2005 to 30th April, 2005                         
    of SWHT were prepared in accordance with accounting                       
    principles generally accepted in Hong Kong and                            
    comply with accounting standards issued by the Hong                       
    Kong Institute of Certified Public Accountants.