09:46     TST PROPERTIES<00247> & SINO LAND<00083> - Joint Ann. (3)           

    Shares and the Far Gain loan was HK$67,824,431. The consideration for     
    the Far Gain Loan was HK$67,824,430 which was based on the book value     
    of the Far Gain Loan after adjusting for the net liabilities of           
    HK$16,637,401.                                                            
                                                                              
    The consideration for the Acquisitions of HK$133,967,739 was paid in      
    cash by Sino Land, through its subsidiaries from the proceeds from the    
    Disposal of HK$140,024,451. The difference of HK$67,824,430 was settled   
    by Boswell in one single cash payment.                                    
                                                                              
    Completion:                                                               
                                                                              
    Completion of the Acquisitions took place on the same date of and         
    immediately following the signing of the agreements for the               
    Acquisitions.                                                             
                                                                              
    Upon completion of the Acquisitions, Triumph One and Far Gain became      
    indirect wholly-owned subsidiaries of TST Properties and Sino Land.       
                                                                              
    DETAILS OF THE DISPOSAL                                                   
                                                                              
    Terms of the agreements for the Disposal                                  
                                                                              
    Date of agreements:                                                       
                                                                              
    30 May 2005                                                               
                                                                              
    Purchasers:                                                               
                                                                              
    For Grand Idea Share:  Maxfield                                           
    For Grand Idea Loan:  Seaview Finance                                     
                                                                              
    Vendors:                                                                  
                                                                              
    For Grand Idea Share:  Sino Land Investment                               
    For Grand Idea Loan:  Sing-Ho Finance                                     
                                                                              
    Assets disposed of:                                                       
                                                                              
    The assets disposed of by Sino Land's subsidiaries pursuant to the        
    Disposal comprised the Grand Idea Share and the Grand Idea Loan.          
                                                                              
    Grand Idea - is a property investment company which holds 100% interest   
    in No. 8 Mount Cameron Road, a residential property having a gross        
    floor area of approximately 5,500 sq.f., as an investment property. The   
    rental income received by Grand Idea was HK$1,543,161 in 2004. The        
    property has been vacant since August 2004.                               
                                                                              
    Consideration:                                                            
                                                                              
    The aggregate consideration of the Disposal received by Sino Land,        
    through its wholly-owned subsidiaries, was HK$140,024,451 in cash,        
    subject to the adjustments described below, on a dollar-for-dollar        
    basis, based on the Completion Accounts. Since the consideration for      
    the Disposal was based on the unaudited management accounts of Grand      
    Idea as at 31 March 2005 whereas the Disposal took place on 30 May        
    2005, hence, the consideration for the Disposal 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 Grand Idea Share                                                      
                                                                              
    The consideration for the Grand Idea Share was HK$43,685,364 which was    
    based on the net asset value of Grand Idea as at 31 March 2005, as        
    stated in the unaudited management accounts of Grand Idea, as adjusted    
    by reference to an independent valuation of No. 8 Mount Cameron Road by   
    an independent valuer - Chesterton Petty Limited, appointed by TST        
    Properties and Sino Land. The valuation of HK$140,000,000 was the         
    opinion of Chesterton Petty Limited of the open market value of No. 8     
    Mount Cameron Road as at 5 May 2005.                                      
                                                                              
    The Grand Idea Loan                                                       
                                                                              
    The Grand Idea Loan was an interest-bearing loan with no fixed date of    
    repayment. The consideration for the Grand Idea Loan was HK$96,339,087    
    which was the existing loan amount due from Grand Idea to Sing-Ho         
    Finance as at 31 March 2005 on a dollar-for-dollar basis.                 
                                                                              
    Sino Land's subsidiaries received HK$140,024,451 in cash from the         
    Disposal and paid HK$133,967,739 to Boswell through its wholly-owned      
    subsidiaries for the Acquisitions. The difference of HK$6,056,712 will    
    be recorded as the general working capital of Sino Land.