09:12     CARRY WEALTH<00643> - Announcement (3)                              

    It was noted that on 5th March, 2004, SWHT entered                        
    into the Supply Agreements with SDWQ. Under the                           
    Supply Agreements, SDWQ agreed to supply                                  
    electricity, steam and water and provides waste                           
    water treatment service to SWHT for a term of 15                          
    years commencing from the date of the Supply                              
    Agreements, which are automatically renewed for                           
    another 10 years upon expiry of their respective                          
    terms unless terminated by either party. On 5th                           
    March, 2004, SDWQ also signed the Written                                 
    Undertaking pursuant to which SDWQ undertook with                         
    SWHT that SDWQ shall, upon SWHT's reasonable                              
    request from time to time, request WQT (or procure                        
    its subsidiaries) to supply cotton yarn to SWHT in                        
    accordance with the terms of the Raw Materials                            
    Agreement commencing from the date of the Written                         
    Undertaking to the date of the termination of the                         
    Raw Materials Agreement. Pursuant to the Raw                              
    Materials Agreement, WQT and/or its subsidiaries                          
    agreed to supply cotton yarn to SDWQ and its                              
    subsidiaries and associates. The transactions                             
    between SWHT and SDWQ, WQT and/or its subsidiaries                        
    as aforesaid constitute continuing connected                              
    transactions for the Company under the Listing                            
    Rules and an announcement dated 16th March, 2004                          
    and a circular dated 7th April, 2004 were issued                          
    by the Company in connection with the continuing                          
    connected transactions. In this regard, the                               
    Company has complied with all relevant reporting,                         
    announcement and shareholders' approval                                   
    requirements under the Listing Rules. Upon the                            
    additional capital injection by SDWQ, SDWQ shall                          
    become the controlling shareholder of SWHT. Given                         
    that all existing infrastructures are provided by                         
    SDWQ, the Directors believe that the change of                            
    controlling shareholder of SWHT will lead to higher                       
    managerial efficiency, which is beneficial to SWHT                        
    in long run. Moreover, SWHT will be provided with                         
    funding necessary for its purchase of additional                          
    machineries and working capital. The Directors are                        
    of the view that the terms of the Agreement and the                       
    Disposal are fair and reasonable so far as the                            
    Shareholders are concerned and are in the interests                       
    of the Company and the Shareholders as a whole.                           
                                                                              
    Upon the completion of the Agreement, the                                 
    transactions contemplated by the Supply Agreements                        
    and the Written Undertaking will no longer be                             
    continuing connected transactions under the                               
    Listing Rules.                                                            
                                                                              
    GENERAL                                                                   
    An independent board committee comprising the                             
    independent non-executive Directors has been                              
    formed to advise the Shareholders on the terms of                         
    the Agreement and the Disposal and an independent                         
    financial adviser has been appointed to advise the                        
    independent board committee of the Company and the                        
    Shareholders on the terms of the Agreement and the                        
    Disposal. A circular containing, amongst other                            
    things, a notice convening the SGM and further                            
    details relating to the Agreement and the Disposal                        
    and the advice letter from the independent                                
    financial adviser on the Agreement and the Disposal                       
    will be despatched to the Shareholders as soon as                         
    practicable.                                                              
                                                                              
    As at the date of this announcement, the Board                            
    comprises Mr. Rusli Hendrawan, Mr. Lee Sheng Kuang,                       
    James, Mr. Oey Tjie Ho and Mr. Tang Chak Lam, Charlie                     
    as executive Directors; and Mr. Cheung Kwok Ming,                         
    Raymond, Mr. Kwok Lam Kwong, Larry, J.P. and Mr.                          
    Lau Siu Ki, Kevin as independent non-executive                            
    Directors.                                                                
                                                                              
    DEFINITION                                                                
    "Agreement"   the conditional agreement entered                           
    into between SPL and SDWQ dated 18th May, 2005 in                         
    connection with, among others, the increase in the                        
    registered capital of SWHT                                                
                                                                              
    "Board"   the board of Directors