09:36 CHINA CREDIT<00185> - Announcement (3) Information on OCCL OCCL, a company incorporated in Hong Kong, is licensed to operate the credit card business of MasterCard International Incorporated in Hong Kong. Presently, OCCL is a 72% indirectly owned subsidiary of CXP. Upon completion of the Transaction, OCCL will become a 61.5% indirect owned subsidiary of CXP and remain as a subsidiary of the Company. As at March 31, 2003 and March 31, 2004, the audited net asset value of OCCL were approximately HK$48.6 million and HK$42.1 million, respectively. The audited profit before and after tax for the year ended March 31, 2003 was approximately HK$9.9 million and HK$9.9 million, respectively, and the audited loss before and after tax for the year ended March 31, 2004 was approximately HK$6.4 million and HK$6.4 million, respectively. Based on the Group's proportional interest of the net asset value of OCCL as at March 31, 2004, the Group expects to record a profit of approximately HK$27 million from the Transaction. The Directors consider the terms of the New Heads of Agreement, which were arrived at after arm's length negotiations, to be fair and reasonable and in the interest of Company and the shareholders of the Company as a whole. Information on Startech The principal activities of Startech are marketing and trading in electronic component. Startech (through its proposed various other acquisitions) is building its transaction relationship management for merchant services by consolidating relevant technologies such as loyalty program management platforms, point-of-sales payment infrastructure, business intelligence and electronic card manufacturing capabilities. As at December 31, 2003 and December 31, 2004, the audited net deficit of Startech were approximately S$12.2 million (HK$54.9 million) and S$6.8 million (HK$30.6 million), respectively. The audited loss before and after tax for the year ended December 31, 2003 was approximately S$1.7 million (HK$7.6 million) and S$1.7 million (HK$7.6 million), respectively, and the audited loss before and after tax for the year ended December 31, 2004 was approximately S$1.1 million (HK$4.9 million) and S$1.0 million (HK$4.5 million), respectively. Reasons for the Transaction The Group is engaged in financial services and securities investments, including corporate finance, consumer finance, the credit card business and travel related business. The directors of the Company believe that the proposed Transaction, if implemented, will introduce an institutional strategic shareholder for OCCL and provide synergies in areas of transaction relationship management for CXP to build its "China Xpress" card business. General The Transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. A circular containing information on the Transaction will be despatched to the shareholders of the Company as soon as possible. Shareholders and investors are reminded to exercise caution when dealing in the securities of the Company. By Order of the Board Chan Tong Wan Managing Director Hong Kong, May 19, 2005 As at the date of this announcement, the Board comprises of the executive directors Mr. Chan Heng Fai, Mr. Chan Tong Wan, Ms. Chan Yoke Keow, Ms. Chan Sook Jin, Mary-ann and non-executive director Mr. Fong Kwok Jen as well as independent non-executive directors Mr. Lee Ka Leung, Daniel, Mr. Wong Dor Luk, Peter and Mr. Joao Paulo Da Roza.