09:47 TST PROPERTIES<00247> & SINO LAND<00083> - Joint Ann. (4) Completion: Completion of the Disposal took place on the same date of and immediately following the signing of the agreements for the Disposal. No. 8 Mount Cameron Road was acquired in May 1993 at a cost of HK$39.6 million. Upon completion of the Disposal, Sino Land recorded a net gain of approximately HK$100.5 million. Moreover, since TST Properties holds approximately 52.01% of equity interest in Sino Land, TST Properties recorded a net gain of approximately HK$52.3 million upon the completion of the Disposal. Upon completion of the Disposal, Sino Land ceased to have any interest in Grand Idea. Summary of financials of Triumph One, Far Gain and Grand Idea Triumph One 1 Far Gain 1 Grand Idea 2 For the year ended For the year ended For the year ended 31 December 31 December 30 June 2004 2003 2004 2003 2004 2003 HK$ HK$ HK$ HK$ HK$ HK$ Profit/(loss) before taxation 20,051,479 4,164,161 3,904,560 (400,354) 21,689,723 (3,357,982)Profit/(loss) after taxation 18,272,527 4,164,161 3,904,560 (400,354) 21,689,723 (3,357,982)Net asset value/ (net liabilities) 10,290,804 (7,981,723) (16,948,284) (20,852,845) (12,382,400) (34,072,123) Notes: 1. Based on unaudited accounts for the year ended 31 December 2004 and audited accounts for the year ended 31 December 2003 of Triumph One and Far Gain. 2. Based on audited accounts of Grand Idea for the years ended 30 June 2004 and 2003. REASONS FOR AND BENEFITS OF THE ACQUISITIONS AND THE DISPOSAL TST Properties and Sino Land have substantial experience and expertise in managing industrial and commercial properties. The Acquisitions of 100% interest of the industrial and commercial properties of Pan Asia Centre and the Commercial Parts of Rosedale Gardens would provide an opportunity for TST Properties and Sino Land to maximise and capitalise on the value of these properties. On the other hand, since the disposed property had been vacant and generated no income since August 2004, the Disposal would allow TST Properties and Sino Land to divest their interests in No. 8 Mount Cameron Road. The Directors considered that the Acquisitions and the Disposal would enable TST Properties and Sino Land to enhance the control over their industrial property portfolio. The disposed property, No. 8 Mount Cameron Road, generated no income to TST Properties and Sino Land since August 2004, whereas the current actual rental yield of the acquired properties, Pan Asia Centre and the Commercial Parts of Rosedale Gardens, was at a rate of approximately 4.21% per annum. The Acquisitions and the Disposal would therefore increase the overall yield of the industrial and commercial property portfolio of TST Properties and Sino Land. The Directors (including the independent non-executive Directors) therefore, considered that the Acquisitions and the Disposal were fair and reasonable and were in the interests of both TST Properties and Sino Land and their respective shareholders as a whole. The considerations for the Acquisitions and the Disposal were based on arm's length negotiation between the parties and on normal commercial terms with reference to the independent valuations for Pan Asia Centre, the Commercial Parts of Rosedale Gardens and No. 8 Mount Cameron Road respectively by Chesterton Petty Limited as at 5 May 2005. The Acquisitions and Disposal were independent transactions and were not inter-conditional. CONNECTION BETWEEN PARTIES Mr. Robert Ng Chee Siong is the chairman and an executive Director of both TST Properties and Sino Land. Mr. Philip Ng Chee Tat is the brother of Mr. Robert Ng Chee Siong, and having a 50:50 equity interest together with Mr. Robert Ng Chee Siong in Boswell, is therefore an associate of Mr. Robert Ng Chee Siong under the Listing Rules. As such, Boswell is a connected person of both TST Properties and Sino Land. The Acquisitions and Disposal constituted connected transactions for both TST Properties and Sino Land pursuant to the Listing Rules.