09:56     TONGDA GROUP<00698> - Announcement (1)                              

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement,                     
    makes no representations 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.                                                        
                                                                              
    TONGDA GROUP HOLDINGS LIMITED                                             
    (Incorporated in the Cayman Islands with limited                          
    liability)                                                                
    (Stock Code: 698)                                                         
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
    DISPOSAL OF A WHOLLY-OWNED SUBSIDIARY                                     
                                                                              
    Financial adviser to the Company                                          
                                                                              
    Oriental Patron Asia Limited                                              
                                                                              
    The Directors announce that Tong Da General Holdings                      
    (H.K.) Limited, a wholly-owned subsidiary of the Company,                 
    entered into an Agreement with the Purchaser on 19 May                    
    2005 for the disposal of its Sale Capital and the                         
    assignment of the Sale Loan in Tong Da Metals, for a total                
    cash consideration of HK$54,984,645.                                      
                                                                              
    The Disposal constitutes a discloseable transaction of                    
    the Company under Rule 14.06(2) of the Listing Rules as                   
    it exceeds 5% but not more than 25% of the applicable size                
    tests under Chapter 14 of the Listing Rules. A circular                   
    containing, among other things, further information on                    
    the Disposal will be dispatched to the Shareholders as                    
    soon as practicable.                                                      
                                                                              
    (I)   THE AGREEMENT                                                       
    1.   Date and Parties                                                     
    Date:   19 May 2005                                                       
                                                                              
    Vendor:   Tong Da General Holdings (H.K.) Limited                         
                                                                              
    Purchaser:   Hublink International Limited, a company                     
    incorporated in the British Virgin Islands with limited                   
    liability and wholly and beneficially owned by Mr. Li                     
    Ching Chung. It is principally engaged in investment                      
    holding.                                                                  
                                                                              
    2.   The Disposal                                                         
    Pursuant to the Agreement which is subject to the                         
    conditions set out below, the Purchaser agreed to                         
    purchase from the Vendor the Sale Capital and the                         
    assignment of the Sale Loan.                                              
                                                                              
    3.   Consideration                                                        
    The total consideration payable by the Purchaser for the                  
    Disposal is HK$54,984,645 of which the consideration for                  
    the Sale Capital is HK$12 million and the assignment of                   
    the Sale Loan is HK$42,984,645. The total consideration                   
    represents a premium of 3.04% with reference to the net                   
    asset value of Tong Da Metals as at 31 December 2004 of                   
    approximately RMB11 million (equivalent to                                
    approximately HK$10.38 million) and the Shareholder's                     
    Loan and is arrived at after arm's negotiation between                    
    the under and the Purchaser. A deposit of HK$5 million                    
    for the consideration of the Sale Capital has been paid                   
    to the Vendor on 20 May 2005. The remaining part of HK$7                  
    million for the consideration of the Sale Capital will                    
    be settled within 2 weeks after the date of the Agreement.                
    The consideration for the Sale Loan will be settled in                    
    4 installments within 6 months after the Completion.                      
                                                                              
    4.   Conditions                                                           
    The Completion is conditional upon the fulfillment of the                 
    following as set out in the Agreement:                                    
                                                                              
    (a)   obtaining a PRC legal opinion regarding the                         
    legality and effectiveness of the transfer of the Sale                    
    Capital and the Sale Loan in accordance with the                          
    Agreement, whether the relevant procedures have been                      
    legally completed and the legality of the establishment                   
    of Tong Da Metals; and