09:10 HANG TEN GROUP<00448> - Announcement (6) Listing Rules, and for permission from the Stock Exchange that such agreement and annual cap instead be approved by way of a written approval of the independent Shareholders who together hold more than 50% in nominal value of the issued ordinary share capital of the Company. As at the date of this announcement, Asian Wide holds 357,866,000 Shares, representing approximately 45.84% of the existing issued ordinary share capital of the Company and YGM holds 143,900,000 Shares, representing approximately 18.43% of the existing issued ordinary share capital of the Company, totalling 501,766,000 Shares and approximately 64.27% of the Company's issued ordinary share capital. Asian Wide and YGM, being the independent Shareholders not interested in the Second Supply Agreement, have given their written approval for the Second Supply Agreement and the related annual cap, subject to the grant of the relevant waiver and permission from the Stock Exchange. Asian Wide and YGM became Shareholders prior to its listing by way of introduction in January 2003, details of which are set out in the Listing Document, and worked in close collaboration in the listing process of the Company. On this basis, these Shareholders are regarded as a closely allied group of shareholders for the purposes of Rule 14A.43 of the Listing Rules. The Directors (including the independent non-executive Directors) consider that the transactions under the Licence Agreement and the First Supply Agreement were entered into after arm's length negotiations and reflect normal commercial terms and that the terms of these agreements 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. The Directors (excluding members of the Independent Board Committee whose views will be subject to the opinion of the independent financial adviser) consider that the transactions under the Second Supply Agreement were entered into after arm's length negotiations and reflect normal commercial terms and that the terms of the Second Supply Agreement 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. A circular containing details relating to the Second Supply Agreement, a letter from the Independent Board Committee containing its advice in respect of the Second Supply Agreement and a letter of advice from an independent financial adviser will be despatched to Shareholders as soon as practicable. As at the date of this announcement, the executive Directors are Chan Wing Sun, Kenneth Hung, Wang Li Wen and Kao Yu Chu and the independent non-executive Directors are So Hon Cheung Stephen, Kwong Chi Keung and Cheung Yat Hung Alton. DEFINITIONS "Asian Wide" Asian Wide Services Limited, a company incorporated in the British Virgin Islands and a substantial Shareholder interested in approximately 45.84% of its existing issued ordinary share capital "associates" has the meaning defined under the Listing Rules "Board" the board of Directors "Chua and company" Mr. Chua Kun Yao, Mr. William T. De Leon, Mr. Johnny Tan and Ms. Nancy C. Lim, who collectively hold 45% of Hang Ten Phils. and, apart from Ms. Nancy C. Lim, are directors of Hang Ten Phils. "Company" Hang Ten Group Holdings Limited, a company incorporated in Bermuda with limited liability, the ordinary shares of which are listed on the Stock Exchange "Directors" directors of the Company "First Supply Agreement" the agreement dated 23 May 2005 entered into between Hang Ten Enterprises as seller and the associates of Chua and company as buyers in relation to the supply of apparel and accessories by Hang Ten Enterprises "Group" the Company and its subsidiaries "Hang Ten (China)" Hang Ten (China) Group Limited, a company incorporated in the British Virgin Islands which is indirectly wholly owned by YGM and Asian Wide (both substantial Shareholders) and Ms. Wang Li Wen and Ms. Kao Yu Chu (both executive Directors) collectively "Hang Ten Enterprises" Hang Ten Enterprises Limited, a company incorporated in the British Virgin Islands and a wholly owned