Selangor Gold entered into the Sale and Purchase Agreement with Rest Assured, conditionally acquiring 840,000 Pau Yuen shares, representing 30% of the total issued share capital of Pau Yuen, at a consideration of NT$20.0 million ($610,503).

As Rest Assured is owned as to more than 30% by a Director, the entering into of the Sale and Purchase Agreement constitutes a connected transaction for Yue Yuen under Chapter 14A of the Listing Rules subject to reporting and announcement requirements.

According to the audited financial statements of Pau Yuen for the year ended 31st December, 2005, the net asset value adjusted to take into account subsequently proposed and paid 2005 final dividend of Pau Yuen was approximately NT$67.2 million (equivalent to approximately HK$16.1 million). The net profit before taxation of Pau Yuen for the
two financial years ended 31st December, 2004 and 2005 were
approximately NT$8.4 million (equivalent to approximately HK$2.0 million) and NT$99.0 million (equivalent to approximately HK$23.7 million) respectively. The net profit after taxation and extraordinary items of Pau Yuen for the two financial years ended 31st December, 2004 and 2005 were approximately NT$8.4 million (equivalent to approximately HK$2.0 million) and NT$78.7 million (equivalent to
approximately HK$18.9 million) respectively.

Rest Assured is owned in equal shares by Mr. C. J. Tsai, Mr. David N. F. Tsai and Mr. Huang. It engages in providing
services of sourcing, quality control, design and product development of shoes and sportswear to clients.

Mr. Huang Tsung Jen is, a director and
shareholder owning 24.5% of Selangor Gold
and also a director and shareholder of certain
non-wholly owned subsidiaries of the
Yue Yuen; while Mr. C. J. Tsai is a substantial shareholder of Yue Yune; and Mr. David N. F. Tsai is the Group’s
managing director.