Smart Digital Technology Group Limited — Capital/Financing Update 2005

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation 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.

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SUN INNOVATION HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability) (Stock Code: 547)

DISCLOSEABLE AND CONNECTED TRANSACTIONS: ACQUISITION AND DISPOSALS OF INTERESTS IN SUBSIDIARY COMPANIES

On 20 June 2005, the Group entered into the Agreements with Wansford. The Agreements comprise the following:

1. the conditional MCC Agreement dated 20 June 2005 and made between SIPH and Wansford in respect of the sale of Wansford’s entire 40% equity interest in MCC to SIPH;

2. the conditional Alion Agreement dated 20 June 2005 and made between MCC, SIPH and Wansford in respect of the sale of MCC’s entire 100% equity interest in Alion to Wansford and the assignment of the Alion Debt to Wansford; and

3. the conditional Unique Agreement dated 20 June 2005 and made between MCC, SIPH and Wansford in respect of the sale of MCC’s entire 100% equity interest in Unique to Wansford and the assignment of the Unique Debt to Wansford.

Wansford, being a substantial shareholder of MCC, is a connected person to the Company. The Transactions therefore constitute connected transactions on the part of the Company pursuant to Rule 14A.13(1)(a) of the Listing Rules. The Transactions also constitute a discloseable transaction on the part of the Company under the Listing Rules.

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Upon Completion, the Group will have disposed of all of the Properties which are located in Guangzhou, PRC terminated its remaining joint venture Fire Services Business, settled the shareholders dispute and the legal action of HCA914 and receive HK$2,900,000 in cash (before deducting all costs and expenses to be incurred for the Transactions).

The consideration was determined after arm’s length negotiation between the Group and Wansford with reference to factors including, among others, (1) the settlement of the shareholders dispute with Wansford; (2) the avoidance of costly and time consuming nature of litigation; (3) the Board’s perception of the increasingly unfavourable property market in Guangzhou, PRC; (4) the valuation report made by Vigers Appraisal & Consulting Limited, an independent professional valuer in relation to the Properties on 17 June 2005; (5) possible further loss in properties values of the Properties; (6) the coming expiry of the existing tenancies in January 2007 in relation to Property-A and Property-U; (7) release funds and obligations in relation to investments in the Properties; (8) ability to terminate the Fire Services Business; and (9) the Group’s change of corporate strategic focus and corporate identity.

A circular containing, among other things, further information in respect of the Agreements, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the recommendation of the Independent Board Committee to the Independent Shareholders together with the notice of the SGM will be despatched to the Shareholders as soon as possible and in any event within 21 days after publication of this announcement.

THE AGREEMENTS

On 20 June 2005, the Group entered into the conditional Agreements with Wansford. Subject to the conditions precedent of each of the Agreements being fulfilled, Completion of the Agreements would take place simultaneously and subject to the completion of all and each of them. Principal terms of the Agreements are set below.

Wansford is principally engaged in investment holdings business. Save and except that Wansford being a substantial shareholder of MCC, holding 40% of its equity interest, and being a connected person to the Company before entering into the Agreements, which will cease to be the case after Completion, the Directors confirm that, to the best of their knowledge, information and belief having

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made all reasonable enquiry, Wansford and its ultimate beneficial owners, Mr. Yau Ting Kwok and Mr. Ho Hoi Tuen are third parties independent of the Group and connected persons (as defined by the Listing Rules) of the Group.

The Group is principally engaged in telecommunication business, entertainment media content services business, including telecommunication value added services, and property investment business.

1. THE MCC AGREEMENT Date : 20 June 2005 Purchaser : SIPH Seller : Wansford

Wansford will sell the 40 shares of US$1.00 each, representing 40% of the issued share capital of MCC, which are beneficially owned by Wansford before Completion.

SIPH will pay HK$312 in cash to Wansford as consideration on Completion, subject to the conditions precedent being fulfilled. Such consideration is based upon the nominal value of the said shares but interests in Alion and Unique would not be included in the sale and purchase of the said shares but under the Alion Agreement and the Unique Agreement separately.

MCC does not carry on any business activity apart from being the nominee holding company of Alion and Unique and a wholly owned subsidiary company of the Company which has been laid dormant at all material times. As at 31 December 2004, MCC has a negative net asset value of HK$2,479,986.

Conditions precedent

The MCC Agreement is subject to the following conditions precedent being fulfilled:

1. the passing of the necessary resolutions by the Independent Shareholders at the SGM to be taken by poll;

2. Wansford and MEG entering into a consent order to discontinue the legal action of HCA914 and to make no order as to costs and with all previous costs orders (if any) waived; and

3. Wansford and SIPH entering into a cancellation agreement cancelling the Shareholders’ Agreement and releasing all parties from all past, present and future obligations and liabilities thereunder, including but not limited to the subject matters and claims under the HCA914.

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If the conditions precedent are not fulfilled on or before 31 August 2005, the MCC Agreement shall cease and determine and none of the parties thereto shall have any claim against the other in relation thereto except for any antecedent breach of any obligation under the same.

Completion

Completion will take place within the seventh Business Day after satisfaction of the conditions precedent and subject to the completion of all and each of the Agreements.

Save and except those ordinary terms and conditions and warranties for sale and purchase of shares, there are no restrictions on subsequent disposal of the 40 shares of MCC by SIPH.

2. THE ALION AGREEMENT Date : 20 June 2005 Purchaser : Wansford Seller : MCC Assignor : SIPH

MCC will sell the 10,000 shares of HK$1.00 each, representing 100% of the issued share capital of Alion, which are ultimately beneficially owned as to 60% by the Company and 40% by Wansford, and SIPH will assign the Alion Debt which is due and owing by Alion to SIPH in favour of Wansford.

Wansford will pay an aggregate amount of HK$1,450,156 in cash to MCC and/or SIPH as consideration, in which HK$10,000 being consideration for the said shares and HK$1,440,156 being consideration for the assignment of the Alion Debt. Consideration for the said shares is based upon its nominal value and consideration for the assignment of the said debt is based upon the net assets value of Alion and the Properties it holds, and other factors more fully set out under the sections “Consideration” and “The Transactions” in this announcement.

The amount of HK$1,450,156 is to be deposited to an escrow agent upon execution of the Alion Agreement and be released to MCC and/or SIPH or its designated agent on Completion, subject to the conditions precedent being fulfilled.

Alion does not carry on any business activity apart from being the legal owner of Property-A and the joint legal owner of Property-AU and receiving rental income from the said properties. As at 31 December 2004, Alion has a negative net asset value of HK$7,327,130.

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Conditions precedent The Alion Agreement is conditional upon the following:

1. the MCC Agreement having becoming unconditional;

2. the Unique Agreement having becoming unconditional;

3. completion of a due diligence review to be conducted by Wansford on Alion;

4. the signing of the Tenancy Agreement; and

5. the passing of the necessary resolutions by Independent Shareholders at the SGM to be taken by poll.

If any of the conditions precedent are not fulfilled or waived on or before 31 August 2005, the Alion Agreement shall cease and determine as on such date and none of the parties thereto shall have any claim against the other in relation thereto except for any antecedent breach of any obligation under the same.

Completion

Completion will take place within the seventh Business Day after satisfaction of the conditions precedent and subject to the completion of all and each of the Agreements.

Save and except those ordinary terms and conditions and warranties for sale and purchase of shares, there are no restrictions on subsequent disposal of the 10,000 shares of Alion by Wansford.

3. THE UNIQUE AGREEMENT Date : 20 June 2005 Purchaser : Wansford Seller : MCC Assignor : SIPH

MCC will sell the 10,000 shares of HK$1.00 each, representing 100% of the issued share capital of Unique, which are ultimately beneficially owned as to 60% by the Company and 40% by Wansford, and SIPH will assign the Unique Debt which is due and owing by Unique to SIPH in favour of Wansford.

Wansford will pay an aggregate amount of HK$1,450,156 in cash to MCC and/or SIPH as consideration, in which HK$10,000 being consideration for the said shares and HK$1,440,156 being consideration for the assignment of the Unique Debt. Consideration

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for the said shares is based upon its nominal value and consideration for the assignment of the said debt is based upon the net assets value of Unique and the Properties it holds, and other factors more fully set out under the sections “Consideration” and “The Transactions” in this announcement.

The amount of HK$1,450,156 is to be deposited to an escrow agent upon execution of the Unique Agreement and be released to MCC and/or SIPH or its designated agent on Completion, subject to the conditions precedent being fulfilled.

Unique does not carry on any business activity apart from being the legal owner of Property-U and the joint legal owner of Property-AU and receiving rental income from the said properties. As at 31 December 2004, Unique has a negative net asset value of HK$6,323,681.

Conditions precedent

• The Unique Agreement is conditional upon the following:

• the MCC Agreement having becoming unconditional;

• the Alion Agreement having becoming unconditional;

• completion of a due diligence review to be conducted by Wansford on Unique;

• the signing of the Tenancy Agreement; and

• the passing of the necessary resolutions by Independent Shareholders at the SGM to be taken by poll.

If any of the conditions precedent are not fulfilled or waived on or before 31 August 2005, the Unique Agreement shall cease and determine as on such date and none of the parties thereto shall have any claim against the other in relation thereto except for any antecedent breach of any obligation under the same.

Completion

Completion will take place within the seventh Business Day after satisfaction of the conditions precedent and subject to the completion of all and each of the Agreements.

Save and except those ordinary terms and conditions and warranties for sale and purchase of shares, there are no restrictions on subsequent disposal of the 10,000 shares of Unique by Wansford.

CONSIDERATION

The purpose of the Agreements is to reach a global settlement and to achieve a clean break with Wansford after Completion. Apart from the discontinuance of the legal action of HCA914, the

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cancellation of the Shareholders’ Agreement and the entering into the Tenancy Agreement, the Group will receive a net amount of HK$2,900,000 in cash (such amount was arrived at from the proceeds from the sale of Alion shares and Unique shares, proceeds from the assignment of the Alion Debt and the Unique Debt, less the cost of acquisition of MCC shares) being the net aggregate proceeds from the Agreements on Completion for the global settlement. The Board considers such amount is the fair value of the consideration of the Agreements when all other factors are taken into account.

Such consideration was determined after arm’s length negotiation between the Group and Wansford with reference to factors including, among others, (1) the settlement of the shareholders dispute with Wansford; (2) the avoidance of costly and time consuming nature of litigation; (3) the Board’s perception of the increasingly unfavourable property market in Guangzhou, PRC; (4) the valuation report made by Vigers Appraisal & Consulting Limited, an independent professional valuer in relation to the Properties on 17 June 2005; (5) possible further loss in properties values of the Properties; (6) the coming expiry of the existing tenancies in January 2007 in relation to Property-A and Property-U; (7) release funds and obligations in relation to investments in the Properties; (8) ability to terminate the Fire Services Business; and (9) the Group’s change of corporate strategic focus and corporate identity.

The Directors (excluding the independent non-executive Directors) believe that the terms of the Agreements are fair and reasonable and the Agreements are in the interests of the Shareholders and the Company as a whole. The Directors consider the terms and conditions of the Agreements to be on normal commercial terms.

PARTICULARS OF THE PROPERTIES

Particulars of the Properties to be disposed of are as follows:

Property-A

Property-A was acquired by Alion in October 1999 at contract price of HK$11,378,000 and is currently free of any charges. At present, it has been rented out for a monthly rental income of RMB34,256 under a tenancy agreement for a term of 6 years from 1 February 2001 to 31 January 2007. The net loss attributable to it for the financial years ended 31 December 2003 and 31 December 2004 immediately preceding the signing of the Alion Agreement are approximately HK$1.6 million and HK$1.3 million respectively.

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Property-U

Property-U was acquired by Unique in October 1999 at contract price of HK$9,717,000 and is currently free of any charges. At present, it has been rented out for a monthly rental income of RMB29,488.50 under a tenancy agreement for a term of 6 years from 1 February 2001 to 31 January 2007. The net loss attributable to it for the financial years ended 31 December 2003 and 31 December 2004 immediately preceding the signing of the Unique Agreement are approximately HK$1.3 million and HK$1.3 million respectively.

Property-AU

Property-AU was acquired jointly by Alion and Unique in June 2001 at consideration of RMB593,033 after execution of the Shareholders’ Agreement. The developer of the Properties was unable to deliver vacant possession of Property-A and Property-U to Alion and Unique on time. After negotiation among the parties, it was finally agreed that the developer should compensate for such late delivery by way of selling Property-AU to Alion and Unique in lieu of payment. It is currently occupied by the MCCGRO. The net loss attributable to it for the financial years ended 31 December 2003 and 31 December 2004 immediately preceding the signing of the Alion Agreement and the Unique Agreement are approximately HK$28,000 and HK$31,000 respectively.

The Properties have been held by the Group for more than 12 months.

THE TRANSACTIONS

Business relationship between Wansford and the Group Chart showing companies structure before Completion

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Company
100%
SIPH Wansford
100% 60% 40%
MEG MCC
100% 100% 100%
dormant
Alion Unique
company
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Chart showing companies structure after Completion

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Company
100%
SIPH Wansford
100% 100% 100% 100%
MEG MCC Alion Unique
100%
dormant
company
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On 6 March 2001, Wansford and the Group entered into the Shareholders’ Agreement and acquired 40% equity interest in MCC in order to form a joint venture business relationship, particulars of their initial arrangement was announced on 14 February 2001 on Hong Kong iMail. The parties intended MCC to serve as the joint venture business vehicle for the Fire Services Business, and as the holding company of Alion and Unique, the legal owners of Property-A and Property-U respectively. MCC subsequently set up the MCCGRO in Guangzhou, PRC on 12 October 2001 for liaison purposes but MCC itself had no business or revenue generated.

Immediately before execution of the Agreements, the subsisting relationship between Wansford and the Group is the holding of the Properties located in Guangzhou and renting them out for rental income through Alion and Unique, which are wholly owned by MCC, which in turn is beneficially owned by Wansford and the Group of 40% and 60% of its equity interest respectively.

In March 2003, Wansford has initiated a legal proceeding HCA914 against MEG, alleging breach of the Shareholders’ Agreement by MEG transferring the entire equity interest in MCC to SIPH (both MEG and SIPH being indirectly wholly owned subsidiaries of the Company) on 27 September 2002. The Group had sought legal advice and counsel’s opinion was that the claim would be unsustainable. A defence was filed in May 2003 accordingly. The Board at that time did not consider necessary to make an announcement. In fact, the case has been dormant since October 2003. The Board believes that upon Completion of the Agreements, it would achieve a full and final settlement in respect of the same.

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Since 2003, the Group has been shifting its corporate strategic focus and re-allocating its internal resources to telecommunication business and entertainment media content services business and has been trying to dispose of its Fire Services Business in Hong Kong and PRC and, in 2005, loss making property investments located in Guangzhou, PRC.

Recently, Wansford and the Group have conditionally agreed to make a global settlement and to achieve a clean break between the parties, by the Group disposing of the Properties by way of selling all the equity interests of Alion and Unique, and assigning the Alion Debt and Unique Debt to Wansford, and by Wansford discontinuing the legal action of HCA914 in full and final settlement without recourse against the Group and its associates, selling the equity interest of MCC to SIPH, executing the Tenancy Agreement, and paying a net amount of HK$2,900,000 in cash to the Group.

On disposal of Alion and Unique and assignment of Alion Debt and Unique Debt, it is estimated there would be a loss of approximately HK$4.34 million to the Group. Such loss is calculated based on estimated net sales proceeds and aggregate of (i) estimated negative net asset values of Alion and Unique, and (ii) gross carrying values of Alion Debt and Unique Debt on the date of Completion. Such loss however does not reflect the other factors and benefits to the Company which are set out below.

Reasons and benefits for entering into the transactions

The Group entered into the Agreements with Wansford for a global settlement with a view to reallocate the Group’s resources and to remain consistent with the Group’s existing businesses and corporate strategy. The purpose of a global settlement is to achieve a clean break with Wansford.

Further, the Board believes that the property market in PRC, and in particular, the commercial property market in Guangzhou has become increasingly unfavourable in terms of the margins of return and the increasing level of government interference to curb the speculators in the market. In any event, the continue holding of the Properties will not be in line with the changed corporate strategic focus of the Group.

Prior to entering into the Agreements, the Group has attempted to sell the Properties in open market but was unable to find ready buyers. Should there be a successful sale of the Properties, it would leave behind two empty shell companies eventually to be

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wound-up which would be costly and time-consuming. As a result, the Directors consider appropriate and beneficial to the Company to have Alion and Unique sold to Wansford which was willing to buy. The Directors also believe such disposals are fair and reasonable and in the interests of the Shareholders as a whole. Upon Completion, it would release the Group’s funds locked up in Alion and Unique.

Before Completion, MCC, Alion and Unique were all indirectly non-wholly owned subsidiaries of the Company. Upon Completion, MCC will become an indirectly wholly owned subsidiary of the Company. Alion and Unique will no longer continue to be subsidiaries of the Company and the Company will cease to have any interest in Alion and Unique or the Properties save and except the leasehold interest of Property-AU under the Tenancy Agreement which is an exempt continuing connected transaction.

In addition, the Group intends to terminate the remaining Fire Services Business operated by MCC which nevertheless has been laid dormant since its establishment in 2001 pursuant to the Shareholders’ Agreement. It did not generate any revenue or incur any expenses, and accordingly no gain or loss will be resulted.

Finally, the Transactions provide the Group with a net amount of HK$2,900,000, (before deducting all costs and expenses to be incurred for the Transactions) in cash available immediately after Completion for use as general working capital of the Company.

IMPLICATIONS UNDER THE LISTING RULES

Wansford, being a substantial shareholder of MCC, is a connected person to the Company. The Transactions therefore constitute connected transactions pursuant to Rule 14A.13(1)(a) of the Listing Rules. The Transactions together also constitute a discloseable transaction by the Company as the relevant percentage ratios are more than 5% but less than 25% pursuant to 14.06 of the Listing Rules.

The Company will appoint an Independent Financial Adviser acceptable to the Stock Exchange to make recommendations to the Independent Board Committee and the Independent Shareholders as to whether the terms of the Agreements are fair and reasonable and whether the Agreements are in the interests of the Company and the Independent Shareholders as a whole and to advise the Independent Shareholders on how to vote.

The Company will also establish an Independent Board Committee to advise the Independent Shareholders as to whether the terms of

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the Agreements are fair and reasonable and whether the Agreements are in the interests of the Company and the Independent Shareholders as a whole and to advise the Independent Shareholders on how to vote, taking into account the recommendations of the Independent Financial Adviser.

The Independent Board Committee will give their view on the terms of the Agreements and the Transactions thereunder after they are further advised by the Independent Financial Adviser.

A circular containing, among other things, further information in respect of the Agreements, the letter of advice from the Independent Financial Adviser, the recommendation of the Independent Board Committee together with the notice of the SGM will be despatched to the Shareholders within 21 days after publication of this announcement.

GENERAL

As at the date of this announcement, the executive Directors are Mr. Michele Matsuda, Mr. Leung To Kwong, Valiant, Mr. Cheung Chi Fai, Frank and Mr. Daijiro Nishihama. The independent nonexecutive Directors are Mr. Zhou Ji, Jason, Mr. Keijiro Hasegawa and Professor Chen Tien-yiu Theodore.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

“Agreements”

• “Alion”

together, the MCC Agreement, the Alion Agreement and the Unique Agreement

Alion Development Limited, a company incorporated in Hong Kong with limited liability, and an indirectly owned subsidiary of the Company

“Alion Debt” t h e a m o u n t o f a p p r o x i m a t e l y HK$11,018,745.77 which is due and owing by Alion to SIPH

“Alion Agreement” the conditional agreement entered into between MCC, SIPH and Wansford in respect of the sale of MCC’s entire 100% equity interest in Alion to Wansford

“associates” has the meaning ascribed to this term under the Listing Rules

• “Board” the board of Directors

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“Business Day”

any day (not being a Saturday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“BVI” British Virgin Islands “Company” Sun Innovation Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Stock Exchange “Completion” completion of the Agreements pursuant to the terms and conditions therein

“connected person” has the meaning ascribed to this term under the Listing Rules

“Directors” directors (including independent nonexecutive directors) of the Company

• “Fire Services the Group’s joint venture business with Business”` Wansford pursuant to the Shareholders’ Agreement to be carried out by MCC in respect of the electrical and mechanical engineering and fire protection and suppression services business

“Group” the Company and its subsidiaries “HCA914” the High Court Action no 914 of 2003 issued by Wansford against MEG “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Board a board comprising Mr. Zhou Ji, Jason, Committee” Mr. Keijiro Hasegawa and Professor Chen Tien-yiu Theodore all being independent non-executive Directors of the Company established for the purpose pursuant to Rule 13.39(6) of the Listing Rules

• “Independent Financial Adviser”

• an independent financial adviser appointed by the Company for the purpose pursuant to Rule 13.39(6) of the Listing Rules

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“Independent any Shareholders that is not required to Shareholders” abstain from voting at a general meeting to approve a connected transaction pursuant to Rule 14A.18 of the Listing Rules “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“MCC Agreement” the conditional agreement entered into between SIPH and Wansford in respect of the sale of Wansford’s entire 40% equity interest in MCC to SIPH “MCC” Mansion China Co. Limited, a company incorporated in BVI with limited liability, and an indirectly owned subsidiary of the Company through SIPH holding 60% of its entire issued share capital “MCCGRO” Representative Office of MCC in Guangzhou, PRC “MEG” Mansion Engineering Group Limited, a company incorporated in BVI with limited liability, and an indirectly wholly owned subsidiary of the Company “percentage ratio(s)” has the meaning ascribed to it under the Listing Rules “PRC” the People’s Republic of China, which for the purposes for this announcement, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan “Properties” together, Property-A, Property-AU and Property-U “Property-A” Units 3501 to 3506, Tower 3, Dong Jun Plaza, 836 Dong Feng Road East, Dong Shan District, Guangzhou, PRC wholly owned by Alion

“Property-AU” Unit 701, Tower 3, Dong Jun Plaza, 836 Dong Feng Road East, Dong Shan District, Guangzhou, PRC jointly owned by Alion and Unique

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“Property-U”

Units 3501 to 3505, Tower 4, Dong Jun Plaza, 836 Dong Feng Road East, Dong Shan District, Guangzhou, PRC wholly owned by Unique

• “RMB”

• “SGM”

• “Shareholders’ Agreement”

Renminbi, the lawful currency of PRC

• special general meeting of the Company to be convened and held to consider and, if thought fit, approve the Agreements

• the shareholders’ agreement relating to MCC entered into between MEG, Wansford and MCC on 6 March 2001 in respect of the rights and obligations among the parties relating to the operation of MCC. The shares held by MEG was subsequently transferred to SIPH on 27 September 2002.

• “Shareholders” shareholders of the Company

• “SIPH”

• “Stock Exchange”

• Sun Innovation Pacific Holdings Limited, formerly known as Topfield Industrial Limited, a company incorporated in BVI with limited liability, and an indirectly wholly owned subsidiary of the Company

• The Stock Exchange of Hong Kong Limited

• “Tenancy Agreement” the tenancy agreement to be entered into between Alion and Unique as the legal owner and MCCGRO as tenant for Property-AU for a period from the date of Completion to 31 December 2005 at a monthly rental of RMB 2,000 for the purpose of MCC terminating and settling its remaining business activity in Guangzhou

• “Transactions” the transactions contemplated under the Agreements

• “US$”

• United States dollars, the lawful currency of the United States of America

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“Unique”

Unique Profit Development Limited, a company incorporated in Hong Kong with limited liability, and an indirectly owned subsidiary of the Company

• “Unique Debt”

“Unique Agreement”

• “Wansford”

“%”

t h e a m o u n t o f a p p r o x i m a t e l y HK$9,465,782.95 which is due and owing by Unique to SIPH

the conditional agreement entered into between MCC, SIPH and Wansford in respect of the sale of MCC’s entire 100% equity interest in Unique to Wansford

Wansford Group Limited, a company incorporated in BVI with limited liability per cent.

By order of the Board Michele Matsuda Chairman

Hong Kong, 29 June 2005

Please also refer to the published version of this announcement in The Standard.

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