09:46     TST PROPERTIES<00247> & SINO LAND<00083> - Joint Ann. (2)           

    For Far Gain Shares:  Carollton                                           
    For Far Gain Loan:  Cliveden Finance                                      
                                                                              
    Assets acquired:                                                          
                                                                              
    The assets acquired by Sino Land's subsidiaries pursuant to the           
    Acquisitions comprised: (i) the Triumph One Shares and Far Gain Shares;   
    and (ii) the Triumph One Loan and Far Gain Loan.                          
                                                                              
    Triumph One - is a property investment company which holds 100%           
    interest in Pan Asia Centre, an industrial building having a total        
    gross floor area of approximately 66,512 sq.f. and 6 carparking spaces,   
    as an investment property. The aggregate rental income received by        
    Triumph One was HK$3,538,846 with an average occupancy rate of 85% for    
    the 12-month period ended 30 April 2005. The site of Pan Asia Centre      
    was acquired in July 1992 and the total of the land acquisition and       
    development cost was HK$63,554,820.                                       
                                                                              
    Far Gain - is a property investment company which holds 100% interest     
    in Commercial Parts of Rosedale Gardens, a commercial and residential     
    property. The Commercial Parts of Rosedale Gardens has a gross floor      
    area of approximately 35,213 sq.f. with 38 carparking spaces, which was   
    held as an investment property. The aggregate rental income received by   
    Far Gain was HK$2,039,861 with an average occupancy rate of 66% for the   
    12-month period ended 30 April 2005. The site of Rosedale Gardens was     
    acquired in August 1993 and the total of the land acquisition and         
    development cost attributable to the Commercial Parts of Rosedale         
    Gardens was HK$85,717,330.                                                
                                                                              
    Consideration:                                                            
                                                                              
    The aggregate consideration for the Acquisitions, comprised of: (i)       
    both the Triumph One Shares and Far Gain Shares; and (ii) both the        
    Triumph One Loan and Far Gain Loan, was HK$133,967,739 and was paid in    
    cash, subject to the adjustments described below, on a                    
    dollar-for-dollar basis, based on the Completion Accounts. Since the      
    aggregate consideration for the Acquisitions was based on the unaudited   
    management accounts of Triumph One and Far Gain as at 31 March 2005       
    whereas the Acquisitions took place on 30 May 2005, hence, the            
    aggregate consideration for the Acquisitions might be subject to          
    adjustments due to: (i) any transactions proceeded during the period;     
    and (ii) audit adjustments raised by the auditor for the Completion       
    Accounts.                                                                 
                                                                              
    The Triumph One Shares                                                    
                                                                              
    Triumph One had a net asset of HK$14,589,523, as stated in the            
    unaudited management accounts of Triumph One as at 31 March 2005 as       
    adjusted by reference to an independent valuation of Pan Asia Centre by   
    an independent valuer - Chesterton Petty Limited appointed by TST         
    Properties and Sino Land. The valuation of HK$70,000,000 was the          
    opinion of Chesterton Petty Limited of the open market value of Pan       
    Asia Centre as at 5 May 2005. The consideration for the Triumph One       
    Shares was HK$14,589,523 and was based on the net asset value of          
    Triumph One as at 31 March 2005 adjusted as aforesaid.                    
                                                                              
    The Far Gain Shares                                                       
                                                                              
    Far Gain had net liabilities of HK$16,637,401, as stated in the           
    unaudited management accounts of Far Gain as at 31 March 2005 as          
    adjusted by reference to an independent valuation of the Commercial       
    Parts of Rosedale Gardens by an independent valuer - Chesterton Petty     
    Limited, appointed by TST Properties and Sino Land. The valuation of      
    HK$68,000,000 was the opinion of Chesterton Petty Limited of the open     
    market value of the Commercial Parts of Rosedale Gardens as at 5 May      
    2005. The consideration for the Far Gain Shares was a nominal value of    
    HK$1. The net liabilities of Far Gain of HK$16,637,401 were reflected     
    in the consideration for the Far Gain Loan stated below.                  
                                                                              
    The Triumph One Loan                                                      
                                                                              
    The Triumph One Loan was an interest-bearing loan with no fixed date of   
    repayment. The consideration for the Triumph One Loan was HK$51,553,785   
    which was based on the book value of the Triumph One Loan.                
                                                                              
    The Far Gain Loan                                                         
                                                                              
    According to Far Gain's unaudited balance sheet as at 31 March 2005,      
    Far Gain had a loan due to Cliveden Finance of HK$84,461,831. It was an   
    interest-bearing loan with no fixed date of repayment. For the            
    Acquisition, given the net liabilities of Far Gain was HK$16,637,401 as   
    at 31 March 2005, the consideration of the Far Gain Shares was valued     
    at a nominal value at HK$1 and the total consideration for the Far Gain