09:19 AV CONCEPT HOLD<00595> - Announcement (3) LISTING RULES COMPLIANCE At the time of entering into the DM Agreement, the Directors did not appreciate that the arrangements in respect of management and investment of the Group's surplus cash would constitute a transaction under the Listing Rules and at that time considered that arrangements under the DM Agreement formed part of the Group's cash management activities which are in the ordinary and usual course of business of the Group. In light of such initial view, the Directors did not appreciate that the DM Agreement should be mentioned in the Company's announcement on 4 March 2005 relating to unusual trading volume of the Company's shares. The Directors subsequently mentioned the DM Agreement to the Company's adviser and became aware of the possible Listing Rules implications, following which the Directors took the initiative to write to the Stock Exchange to seek guidance. Following the confirmation from the Stock Exchange of the applicability of the Listing Rules to the DM Agreement, it has taken some time for the Company to sort out, among other things, certain technical issues regarding the interpretation of the DM Agreement and the Listing Rules with a view to finalizing and issuing this announcement. The Directors apologize for their mistake and the delay in making this announcement. The Directors now appreciate the applicability of the Listing Rules to the DM Agreement and will put in place appropriate monitoring and consultation procedures to prevent the occurrence of similar incident in future. The Stock Exchange has indicated that it is looking into this matter and may take further action against the Company and the Directors. GENERAL As the consideration ratio calculated pursuant to Rule 14.07(4) of the Listing Rules exceeds 5% but falls below 25%, the DM Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. A circular containing further details of the DM Agreement will be despatched to Shareholders as soon as practicable. DEFINITIONS "associates" has the same meaning as ascribed to it under the Listing Rules "Authorised Investments" any asset, right or interest in respect of property of any kind, including but not limited to equities, warrants, units or interests in unit trusts or mutual funds, debentures, debenture stocks, bonds, notes, certificates of deposit, exchange bills, treasury bills, annuities, debt certificates, mortgage bonds, insurance policies, financial futures contracts, futures and options of all types, any cash or cash deposits, currencies in the spot or forward markets, hedging arrangements, option agreements, all derivatives and such other financial instruments as UBS may decide from time to time "Board" the board of Directors "Company" AV Concept Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange "Directors" the directors of the Company "DM Agreement" the discretionary management agreement (special mandate portfolio) entered into between New Concept and UBS on 2 March 2005 "Group" the Company and its subsidiaries "Hong Kong" The Hong Kong Special Administrative Region of the People's Republic of China "HK$" Hong Kong dollars, the lawful currency of Hong Kong "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "New Concept" New Concept Capital Limited, a wholly owned subsidiary of the Company