(1) MAJOR TRANSACTION - ACQUISITION OF THE NOTES AND (2) CHANGE PART OF USE OF PROCEEDS FROM THE RIGHTS ISSUE (in PDF)

MAJOR TRANSACTIONThe Company is pleased to announce that after trading hours on 20 January 2012, the Purchaser entered into the Agreement with the Vendor pursuant to which the Vendor had conditionally agreed to sell and the Purchaser had conditionally agreed to purchase the Notes with an aggregate principal amount of HK$300 million at a total consideration of HK$265 million.

The Consideration has been/shall be satisfied by the Purchaser in the following manner: (i) HK$26.5 million has been paid to the Vendor as refundable deposit, upon execution of the Agreement; and (ii) HK$238.5 million, being the remaining balance of the Consideration, shall be paid to the Vendor or its nominee upon Completion.

As the applicable percentage ratios to the Acquisition are more than 25% but less than 100%, the Acquisition constitutes a major transaction of the Company under the Listing Rules. The Acquisition is subject to the approval of the Shareholders at the EGM.

The EGM will be held by the Company for the Shareholders to consider, and if thought fit, pass the resolutions to approve the Agreement and the transactions contemplated thereunder.

A circular containing, among others, details of the Acquisition and the notice of the EGM, is expected to be dispatched to the Shareholders on or before 15 February 2012.

CHANGE PART OF USE OF PROCEEDS FROM THE RIGHTS ISSUEAs stated in the Company's previous disclosure relating to the rights issue completed in May 2011, the proposed net proceed would be used as general working capital of which approximately 10% of net proceeds will be applied for the payment of operating expenses; approximately 45% of net proceeds will be applied for the expansion of existing business operations, such as selling and distribution of Nissan motor vehicles, operation of Nissan 4S shops, provision of heavy motor vehicle repair and maintenance services in the PRC; provision of logistic services in Hong Kong and in the PRC; investment in forest interest, properties investments, securities trading and money lending business; and approximately 45% of net proceeds will be retained as cash for increasing the Group's financial flexibility and to finance any investment opportunities if arise.

In order to better utilize the remaining proceeds from the Rights Issue, the Company resolved to apply the remaining unutilised proceeds from the Rights Issue for financing the business expansion of the Group as well as any attractive investment opportunities if arise, such as the Acquisition.

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