China Enterprises Limited

 

Press Release

Consolidated Results for the year ended December 31, 2006

Consolidated Results for the year ended December 31, 2005


Consolidated Results for the year ended December 31, 2004

Consolidated Results for the year ended December 31, 2003

Unaudited Interim Results for the six months ended June 30, 2003

Latest development in the listing status

Its shares have begun trading on the OTC

Resignation of a director

Resignation of a director

Unaudited Interim Results for the six months ended June 30, 2002.

NYSE's intention to suspend its trading in common stock

Investment by Ananda Wing On Travel (Holdings) Limited in China Land Group Limited

Its acquisition of interests in Ananda Wing On Travel (Holdings) Limited


Consolidated Results for the year ended December 31, 2006

NEW YORK, November 26, 2007 - The Board of Directors of China Enterprises Limited (“the Company”) announces the following financial information of the Company for the year ended December 31, 2006: -

  Financial Highlights

  Year ended December 31, 2006 Year ended December 31, 2005 Change +/(-)%
Revenue Nil Nil N/A
Operating loss Rmb16.8M Rmb27.5M (38.9)%
Loss from continuing operations Rmb21.2M Rmb26.3M (19.4)%
Net loss Rmb21.2M Rmb26.3M (19.4)%
Net loss per common share Rmb2.35 Rmb2.92 (19.5)%

Since the Company does not have an operating subsidiary up to the date of this press release, the financial results of the Company in fiscal 2005 and 2006 greatly depended on the share of results of its affiliates, including Hangzhou Zhongce Rubber Co., Ltd. ("Hangzhou"),the tire business and Wing On Travel Holdings Limited ("Wing On"), the travel business.

Operating loss decreased to Rmb16.8 million in 2006 compared to Rmb27.5 million in 2005. This was mainly due to the increase in our administrative expenses during the fiscal year 2005 in relation to certain legal and professional costs incurred on the transaction acquiring the property situated in Shanghai, the PRC, which did not recur in 2006.

For the year ended December 31, 2006, the Company recorded a consolidated net loss of Rmb21.2 million, or Rmb2.35 per share.  By comparison, the net loss and the net loss per share in 2005 was Rmb26.3 million and Rmb2.92, respectively.   The loss for the fiscal year 2006 consisted primarily of a loss upon a decrease in fair value of the call option associated with the convertible note of Wing On totaling Rmb19.5 million, general and administrative expenses amounted Rmb16.8 million, and partially offset with the Company’s share of net profit of Hangzhou and Wing On in an amount of Rmb3.3 million and interest income of Rmb12.3 million.

The Annual General Meeting for the Company will be held in Hong Kong on December 31, 2007.  Based on the record date of November 15, 2007, the Company will dispatch a notice of the meeting and a proxy statement to shareholders in due course.

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Consolidated Results for the year ended December 31, 2005

The Board of Directors of China Enterprises Limited (“the Company”) announces the following financial information of the Company for the year ended December 31, 2005: -

  Financial Highlights

  Year ended December 31, 2005 Year ended December 31, 2004 Change +/(-)%
Revenue Nil Nil N/A
Operating loss Rmb27.5M Rmb13.3M 106.8%
Profit/(Loss) from continuing operations Rmb(26.3M) Rmb181.9M (114.5)%
Net income/(loss) Rmb(26.3M) Rmb181.9M (114.5)%
Net earning/(loss) per common share Rmb(2.92) Rmb20.18 (114.5)%

Since the Company does not have any operating subsidiary up to the date of this press release, the financial results of the Company in fiscal 2004 and 2005 were greatly depended on the share of results of its affiliates, including the tire business and the travel business.

Operating loss increased to Rmb27.5 million in 2005 compared to Rmb13.3 million in 2004. This is mainly contributed by the increase in our administrative expenses during the current year due to certain legal and professional costs incurred to date on the transaction acquiring the property situated in Shanghai, the PRC.

Loss from continuing operations for the year ended December 31, 2005 increased to Rmb26.3 million compared to a profit of Rmb181.9 million for the last year.  The loss for the fiscal year 2005 consisted primarily of a loss upon a decrease in fair value of the call option associated with the convertible note of Wing On totaling Rmb42.9 million, general and administrative expenses amounted Rmb27.5 million and the Company’s share of profit of Hangzhou Zhongce Rubber Co., Ltd and Wing On Travel Holdings Limited in an amount of Rmb35.1 million.

For the year ended December 31, 2005, the Company recorded a consolidated net loss of Rmb26.3 million, or Rmb2.92 per share.  By comparison, the net income and the net earning per share in 2004 was Rmb181.9 million and Rmb20.18, respectively.

The Annual General Meeting for China Enterprises will be held in Hong Kong on October 19, 2006.  Based on the record date of July 7, 2006, the Company will dispatch a notice of the meeting and a proxy statement to shareholders in due course.

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Consolidated Results for the year ended December 31, 2004

NEW YORK, December 13, 2005 - The Board of Directors of China Enterprises Limited ("the Company") announces the following financial information of the Company for the year ended December 31, 2004: -

  Financial Highlights

  Year ended December 31, 2003 Year ended December 31, 2004 Change %
Revenues Rmb2,808.4M Nil N/A
Profit/(Loss) from continuing operations Rmb(56.8M) Rmb181.9M 420.4%
Loss from discontinued operations Rmb(7.8M) Nil N/A
Net profit/(loss) Rmb(64.6M) Rmb181.9M 381.9%
Net earning/(loss) per common share Rmb(7.16) Rmb20.18 381.9%

For the year ended December 31, 2004, no turnover was derived from the manufacturing and trading of tires products following the disposal of interest in subsidiaries engaged in tire business in September 2003. Since the Company did not have any other operating subsidiary, its financial results in fiscal 2004 was greatly depended on the share of results of its affiliates, including the tire business and travel business.

Profit from continuing operations increased to Rmb181.9 million in 2004 compared to a loss of Rmb56.8 million in 2003. This is mainly attributable to the changes in the fair value of the conversion right attached to the unlisted convertible note issued by Wing On Travel Holdings Limited ("Wing On") amounted to Rmb59.9 million and the equity in profit of Wing On and Hangzhou Zhongce Rubber Co., Ltd ("Hangzhou Zhongce") amounting to Rmb62.7 million and Rmb29.7 million, respectively.

Loss from discontinued operations amounted to Rmb7.8 million in the fiscal year 2003 which was mainly due to the loss on disposal of certain of its subsidiaries which included Double Happiness Tyre Industries Corporation Limited, Yantai C.S.I. Rubber Co., Limited, Shandong C.S.I. Synthetic Fiber Co., Limited and Yinchuan C.S.I. (Greatwall) Rubber Co., Ltd.

For the year ended December 31, 2004, the Company recorded a consolidated net income of Rmb181.9 million. This represents a 381.9% increase compared with the consolidated net loss of Rmb64.6 million in 2003.

The Annual General Meeting for China Enterprises Limited will be held in Hong Kong on December 22, 2005.

Based on the record date of December 1, 2005, the Company will dispatch its financial statements for the year ended December 31, 2004 to shareholders on December 13, 2005.

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Consolidated Results for the year ended December 31, 2003

NEW YORK, June 8, 2004 - The Board of Directors of China Enterprises Limited announces the following financial information of the the Company for the year ended December 31, 2003: -

  Financial Highlights

  Year ended December 31, 2002 Year ended December 31, 2003 Change %
Revenues Rmb2,610.1M Nil N/A
Loss from continuing operations Rmb(62.9M) Rmb(99.6M) +58.3%
Loss from discontinued operations Rmb(199.88M) Rmb(7.8M) -96.1%
Net loss Rmb(262.8M) Rmb(107.3M) -59.2%
Net loss per common share Rmb(29.14) Rmb(11.90) -59.2%

The tire market in the People's Republic of China continued its strong growth in fiscal year 2003. Along with the rapid development of the PRC economy and the implementation of the construction of "five vertical and seven horizontal" National Trunks System by the Chinese government, the development of roads and highways accelerated in 2003 and resulted in increased demand for motor vehicles and vehicle-related components, including tires.

Consolidated revenues arising from continuing operations amounted to Rmb2.81 billion, representing a 7.6% increase over the fiscal year 2002 revenues of Rmb2.61 billion. This was mainly due to an increase in sales volume, especially in the radial tire market. The demand for radial tires has remained high since 2001 and Hangzhou Zhongce continues to increase its productive volume of radial tires. It sold a total of 5.3 million units of vehicle tires, 35.0 million units of bicycle tires and 2.3 million units of wheelbarrow tires in the nine-month period ended of fiscal 2003.

Loss from continuing operations increased to Rmb99.6 million in 2003 compared to a loss of Rmb62.9 million in 2002. This is mainly contributed by the equity in losses of affiliates amounting to Rmb120.2 million.

Loss from discontinued operations decreased to Rmb7.8 million in the fiscal year 2003 from Rmb199.8 million in fiscal year 2002 which was mainly due to the loss on disposal of Yinchuan CSI and CSI Rubber.

For the year ended December 31, 2003, the Company recorded a consolidated net loss of Rmb107.3 million. This represents a 59.2% decrease compared with Rmb262.8 million in 2002. These improvements resulted mainly from divestitures of non-performing assets and business in 2002 and early 2003.

The Annual General Meeting for China Enterprises will be held in Hong Kong on June 29, 2004. Based on the record date of April 8, 2004, the Company will dispatch a notice of the meeting and a proxy statement to shareholders in due course.

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Unaudited Interim Results for the six months ended June 30, 2003

HONG KONG, September 25, 2003 China Enterprises Limited ("the Company") (OTCBB: CSHEF) announced today its unaudited condensed consolidated results for the six months ended June 30, 2003.

  Financial Highlights

Six months ended June 30, 2002 Six months endedJune 30, 2003
Revenues
Rmb1,173.6M
+ by 45.2%
Rmb1,704.3M
US$205.8M
Net loss
Rmb(23.1M)
+ by 4.8%
Rmb(24.2M)
US$(2.9M)
Net loss per share
Rmb(2.55)
+ by 5.1%
Rmb(2.68)
US$(0.33)

Revenues for the six months ended June 30, 2002 have been restated from amounts previously reported to reflect the
effect of discontinued operations as of June 30, 2002. Please refer to Note 1 to the attached Financial Highlights for details.

In the first half of 2003, China Enterprises generated revenues of Rmb1.7 billion compared to the restated revenues of Rmb1.2 billion for the corresponding period in the previous year. It increased its net loss by 4.8% to Rmb24.2 million. The loss incurred during the period was mainly attributable to the share of losses in its travel business related affiliate company. The travel business in the Greater China Region was dampened by the outbreak of the SARS in first half of 2003. However, the business rebounded in the second half of the year as the unfavorable effects of the epidemic subsided.

In January 2003, the Company disposed of its entire interest in Yinchuan C.S.I. (Greatwall) Rubber Co., Limited ("Yinchuan CSI") for a consideration of Rmb35.0 million and recognized a gain on disposal of Rmb5.0 million. Subsequently, the Company disposed of its remaining interest in Double Happiness Tyre Industries Corporation Limited ("Double Happiness"), including an incomplete radial tire factory, to an independent third party for a consideration of Rmb10.0 million in June 2003, and resulting in a gain on disposal of Rmb11.0 million. The completion of the sale is pending upon certain approvals from the government authorities; however, the Company effectively transferred control and substantially all its risks and benefits of ownership of the factory to the buyer after receiving the total sale proceeds. On June 15, 2003, the Company entered into a contract with an independent third party, Hangzhou Industrial & Commercial Trust & Investment Co., Limited, for disposal of a 25% interest in Hangzhou Zhongce Rubber Co., Limited ("Hangzhou Zhongce"), currently a 51% owned subsidiary of the Company, for a consideration of Rmb164.7 million in order to widen the shareholders' base of Hangzhou Zhongce. The Company considers the sale to be beneficial both to the further development of Hangzhou Zhongce in the People's Republic of China (the "PRC") and its future value to the Company. The sale is conditional upon the parties receiving approval of the transaction from the China Commercial Department, an agency of the government of the PRC.

For details of the unaudited consolidated results of the Company and its subsidiaries for the six months ended June 30, 2003, please refer to the attached Financial Highlights.

Notes to Financial Highlights

1. The Company disposed of Yinchuan CSI in early January 2003. Yinchuan CSI had previously been reported under the results from continuing operations for the half year ended June 30, 2002.

Accordingly, the operating results of Yinchuan CSI had been segregated from continuing operations and reported as a separate line item on the consolidated statements of operations together with Double Happiness, Yantai C.S.I. Rubber Co., Limited and Shandong C.S.I. Synthetic Fiber Co., Limited. The Company had also restated its consolidated statements of operations for the half year ended June 30, 2002 to present the operating results of Yinchuan CSI as discontinued operations.

Operating results of the discontinued operations are summarized below:

Half Year Ended June 30,
2002Rmb'000(As restated)
2003Rmb'000
Revenues
289,630
-
(Loss) profit from operations of discontinued components before income taxes and minority interests (including a gain on disposition of Rmb7.8 million in 2002 and Rmb15.9 million in 2003)
(199,608)
15,204
Provision for income taxes
-
-
Provision for income taxes
101,753
2
(Loss) profit from discontinued operations
(97,855)
15,206

2. The translation of Renminbi (Rmb) amounts into United States Dollar (US$) amounts are included solely for the convenience of readers in the United States of America and have been made at the unified exchange rate quoted by the People's Bank of China on June 30, 2003 at US$1.00 = Rmb8.28. No representation is made that the Renminbi amounts could have been, or could be, converted into United States Dollars at that or at any other rate.

3. The calculation of the basic and diluted loss per common share for the half years ended June 30, 2002 and 2003 is based on the weighted average number of common shares outstanding during the half years ended June 30, 2002 and 2003 of 9,017,310. There had not been any dilutive securities during the half year ended June 30, 2003 and the outstanding options were anti-dilutive during the half year ended June 30, 2002.

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Latest development in the listing status

New York, December 11, 2002. China Enterprises Limited announces that on December 5, 2002 the New York Stock Exchange notified the Company that the NYSE had affirmed the staff's decision to suspend and delist the Company's common stock. As a result, the NYSE will commence delisting proceedings and notify the U.S. Securities and Exchange Commission of its intent to delist the Company's common stock from trading on the NYSE.

The Company's common stock currently trades on the OTC Bulletin Board under the stock symbol CSHEF. The Company continues to explore its options with respect to a public trading market for its common stock.

The Company, formerly known as China Tire e-commerce.com Ltd., is a holding company for a number of Sino-foreign equity joint venture enterprises and two other international joint ventures, which manufacture and market tires in China and other countries abroad. The Company also has a substantial interest in an investment holding company the subsidiaries of which are principally engaged in the business of providing package tours, travel, transportation and other related services.


Its shares have begun trading on the OTC


New York, November 26, 2002. China Enterprises Limited announces that its common shares have begun trading on the OTC (over-the-counter) Bulletin Board ("OTCBB") under the stock symbol CSHEF. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in OTC equity securities for companies which are registrants with the U.S. Securities and Exchange Commission. Information about the OTCBB may be found at www.otcbb.com.
Shares of the Company's common stock previously traded on the New York Stock Exchange. The NYSE suspended trading in the common stock prior to the Exchange's opening on September 27, 2002 for failure to meet the NYSE's continuing listing standards. The Company has requested a review of the NYSE's decision according to NYSE appeal procedures.
China Enterprises Limited is a holding company for a number of Sino-foreign equity joint venture enterprises and two other international joint ventures, which manufacture and market tires in China and other countries abroad. The Company also has a substantial interest in an investment holding company the subsidiaries of which are principally engaged in the business of providing package tours, travel, transportation and other related services.


Resignation of a director

New York, November 13, 2002. China Enterprises Limited (NYSE Symbol: CSH) announces that due to other commitments Mr. Michael A. Goldberg ("Mr. Goldberg") has regretfully resigned as independent director of the Company with effect from October 16, 2002.
The board would like to take this opportunity to extend its appreciation to Mr. Goldberg for his past contribution to the Company.

****End****


Resignation of a director

New York, October 28, 2002. China Enterprises Limited (NYSE Symbol: CSH) announces that due to other commitments Mr. Terence Hui ("Mr. Hui") has regretfully resigned as independent director of the Company with effect from October 11, 2002.
The board would like to take this opportunity to extend its appreciation to Mr. Hui for his past contribution to the Company.

****End****


Unaudited Interim Results for the six months ended June 30, 2002.

HONG KONG, September 25, 2002 China Enterprises Limited ("the Company") (NYSE: CSH) announced today its unaudited condensed consolidated results for the six months ended June 30, 2002.

Financial Highlights

Revenues, operating income, loss from continuing operations and loss from discontinued operations for the six months ended June 30, 2001 have been restated from amounts previously reported to reflect the effect of discontinued operations as of June 30, 2001. Please refer to Note 1 to the attached Financial Highlights for details.

For the period under review, the Company has successfully diversified its business outside the tire manufacturing and trading sectors through the acquisition of a substantive stake in Ananda Wing On Travel (Holdings) Limited ("Ananda"), a leading travel operator based in Hong Kong whose shares are listed on The Stock Exchange of Hong Kong Limited. The investment was accounted as an investment in affiliate companies in the interim results.

In the fourth quarter of fiscal 2001, the Company entered into a share transfer agreement with a third party to dispose of its entire interest in Yantai CSI and the respective shareholder's advance of Rmb20.2 million for an aggregate consideration of Rmb25.5 million. The approval from the relevant governmental authorities has been obtained in late January 2002 and the Company transferred substantially all its risks and benefits of ownership of Yantai CSI to the buyer. The Company recognized a net realized gain on such disposition of Rmb7.8 million and has ceased to account for the results of operations and the assets and liabilities of the factory from the disposal date. The sale proceeds were fully received by the Company in cash in August 2002.

In January 2002, the Company also signed a transfer agreement to sell its entire interest in Shandong Synthetic to its Chinese joint venture partner for a consideration of Rmb10,000. The sale was considered as completed in July 2002 as approval from the relevant governmental authorities has been obtained and the Company transferred substantially all its risks and benefits of ownership of the factory to the buyer in early July 2002.

During the period, tire prices remained flat amidst the highly competitive tire market but the prices of major raw materials such as natural rubber and nylon cord have moved up. Despite the above, the Company was able to maintain a 7.2% revenue growth with revenue climbed up to Rmb1.46 billion as compared to the Rmb1.36 billion recorded in the same period last year due to the Company efforts to reorganize its product strategy into marketable and higher margin products and discontinue those of lower profit margins. There was a notable increase in the sales of radial tires of 22.1% and bicycle tires of 18.3%. Gross profit margin improved from 12.97% to 13.49%. The Company was able to control the rising cost of production while benefiting from the sales of higher margin products at the same time. However, it is worth noting that the tension in the Middle East may lead to an upward trend in crude oil prices as well as a continuing price increase in the natural rubber prices. In view of the above, the present profit margin achieved for these six months may not be maintained unless general market selling prices can be adjusted to compensate for the rising production costs.

Compared to the same period last year, selling and administrative expenses decreased by 27.6% to Rmb114.9 million. This significant improvement can be attributed to: the discontinuance of free delivery services, management's stringent cost cutting efforts and the implementation of more efficient and effective administrative and marketing strategies.

Loss from continuing operations increased to Rmb27.0 million compared to Rmb1.5 million last year. It comprises an impairment loss provision for the long-lived assets of Yinchuan CSI amounting to Rmb174.4 million due to continued recurring losses incurred by Yinchuan CSI, a gain of Rmb37.1 million upon an increase in fair value of the convertible options in the convertible note of Ananda and the Company's share of losses of Ananda in an amount of Rmb3.6 million since its acquisition on April 19, 2002. The downturn of the Hong Kong economy and the September 11, 2001 incident led to a general decrease in consumer consumption in Hong Kong and a change of customer's preference to short distance journeys. In addition, the second quarter of a year is generally a low season in the travel industry. All these facts contributed to affect the performance of Ananda in the quarter results.

Income from discontinued operations increased to Rmb3.9 million in the half year ended 2002 compared with a loss of Rmb16.6 million in the half year ended 2001. It represented the operating results of the radial tire factory of Double Happiness, Shandong Synthetic and Yantai CSI up to the disposal date and a gain on disposal of Yantai CSI amounting to Rmb7.8 million in the first half year of 2002.

For the half-year ended June 30, 2002, the Company recorded a consolidated net loss of Rmb23.1 million (2001: Rmb18.0 million).

In late August 2002, the Company decided to reengineer the operation of Yinchuan CSI. The Company is actively engaged in negotiations with its Chinese joint venture partner to formulate different alternatives for the future operations of Yinchuan CSI. No concrete plan has yet been agreed among all parties as at the report date.

The New York Stock Exchange ("NYSE") informed the Company on September 19, 2002 that the NYSE intends to suspend trading in the Company's Common Stock prior to the Exchange's opening on September 27, 2002 for a failure to meet the NYSE's continuing listing standards. The Company intends to request a review of the NYSE's decision according to NYSE appeal procedures. Following the review, if the Company is unsuccessful in its appeal, the NYSE may apply to the SEC to delist the Common Stock from the NYSE.

For details of the unaudited consolidated results of the Company and its subsidiaries for the six months ended June 30, 2002, please refer to the attached Financial Highlights.
Click here for the China Enterprises Limited - Financial Highlights

Notes to Financial Highlights

1. During the third and fourth quarters of 2001, the Company decided to dispose of certain of its subsidiaries which included Double Happiness, Yantai CSI and Shandong Synthetic, which have previously been reported under the operating results in June 30, 2001.

Accordingly, the operating results of Double Happiness, Yantai CSI and Shandong Synthetic have been segregated from continuing operations and reported as a separate line item on the consolidated statement of operations. The Company has also restated its last half year's consolidated statements of operations and comprehensive loss to present the operating results of these subsidiaries as discontinued operations.

Operating results of the discontinued operations are summarised below:

half Year Ended June 30,
2001 Rmb'000 2002 Rmb'000
Revenues 272,943 2,410
Loss from operations of discontinued components before income taxes and minority interests (including gain on disposition of Rmb7.8 million in 2002) (30,696) (32)
Provision for income taxes - -
Minority interests 14,130 3,961
(Loss) Profit from discontinued operations (16,566) 9,929

2. The translation amounts from Renminbi (Rmb) into United States Dollar (US$) for the convenience of readers has been made at the unified exchange rate quoted by the People's Bank of China on June 30, 2002 is US$1.00 = Rmb8.28. No representation is made that the Renminbi amounts could have been, or could be, converted into United States Dollars at that rate on June 30, 2002 or at any other rate.


3. The calculation of the basic and diluted net loss per common share for the first half of 2001 and 2002, is based on the weighted average number of common shares outstanding during the six months ended June 30, 2001 and 2002 which were 9,017,310. There have not been any dilutive securities.


4. Operating income (loss) means income (loss) before income taxes and minority interests, net interest expenses, other income, change in derivative fair value and equity in earnings (losses) of an affiliate.


NYSE's intention to suspend its trading in common Stock

New York, September 19, 2002. China Enterprises Limited (NYSE Symbol: CSH) announces that the New York Stock Exchange informed the Company today that the NYSE intends to suspend trading in the Company's common stock prior to the Exchange's opening on Friday, September 27, 2002 for failure to meet the NYSE's continuing listing standards. The Company intends to request a review of the NYSE's decision according to NYSE appeal procedures. Following the review, if the Company is unsuccessful in its appeal, the NYSE may apply to the SEC to delist the common stock from the NYSE.

As the Company previously announced on March 4, 2002, the Company received a notice from the NYSE that the Company was not in compliance with the NYSE requirement of an average global market capitalization of at least $15,000,000 over a consecutive 30 trading day period. The Company submitted a business plan to the NYSE designed to bring the Company into compliance with the continuing listing standards. Despite the plan, the Company has recently fallen below the NYSE's continuing listing standard requiring an average closing price of its common stock of at least $1.00 for a consecutive 30 trading day period.

As of this time, the Company intends to appeal the NYSE's suspension and is exploring its options.

The Company, formerly known as China Tire e-commerce.com Ltd., is a holding company for a number of Sino-foreign equity joint venture enterprises and two other international joint ventures, which manufacture and market tires in China and other countries abroad. The Company also has a substantial interest in an investment holding company the subsidiaries of which are principally engaged in the business of providing package tours, travel, transportation and other related services.


Investment by Ananda Wing On Travel (Holdings) Limited in China Land Group Limited

Hong Kong, August 6, 2002. China Enterprises Limited (NYSE: CSH) announced that Ananda Wing On Travel (Holdings) Limited (HKSE stock code: 1189), in which China Enterprises has a 34.49 % stake, has entered in to agreements with China Land Group Limited (HKSE stock code: 0149). Pursuant to the agreements for proposed transactions Ananda Wing On will acquire an aggregate 33.6% interest in China Land in exchange for HK$300 million and Ananda Wing On's interest in Shropshire Property Limited.

The proposed transactions are part of a larger restructuring of the China Land business. The controlling stockholder of China Land is China Strategic Holdings (HKSE stock code: 0235) which is also the controlling stockholder of China Enterprises. Through a series of transactions, China Land will issue 1,000,000,000 newly issued shares to Ananda Wing On in exchange for an aggregate consideration of HK$300 million and will conduct a best efforts offering of 1,333,333,333 newly issued shares for an aggregate of approximately HK$400 million. In addition, China Land will acquire from Ananda Wing On, Shropshire Property Limited, a subsidiary that has the right to acquire 60% interest in the Golden Gulf Hotel located in Luoyang, China, in exchange for newly issued shares. Besides, China Land will acquire Rosedale Hotel Group Limited from Paul Y. - ITC Construction Holdings Limited (HKSE stock code: 0498) (which holds an approximate 14.5% in China Strategic) for HK$250 million in cash. Rosedale Hotel Group Limited indirectly owns 100% interests in a hotel with 274 rooms in Causeway Bay, Hong Kong. Moreover, China Land will acquire, through a subsidiary, Makerston Limited from Hutchison Hotel Holdings (International) Limited in exchange for HK$150 million cash and HK$365 million in the form of a promissory note. Makerston Limited indirectly holds 95% interests in Beijing Harbour Plaza Hotel, Beijing, China. If all of the transactions are consummated, following the transactions, Ananda Wing On and China Strategic will own, respectively, 33.6% and 22.0% of China Land.

The consummations of the transactions are subject to a number of conditions, including regulatory approvals and stockholder approvals.

Additional details of the proposed transactions are available in the announcement issued by China Strategic, China Land and Ananda Wing On in July 26, 2002.

Ananda Wing On is an investment holding company and the subsidiaries of which are principally engaged in the business of providing package tours, travel, transportation and other related services. China Land is an investment holding company and the subsidiaries of which are principally engaged in the business of property trading and development, hotel operations and toll road development.

CONTACT: Hong Kong, China Enterprises Limited, 852-2372-0130, or fax, 852-2810-6982; or New York, Citigate Dewe Rogerson Inc., 212-688-6840, or fax, 212-838-3393, for China Enterprises Limited


Its acquisition of interests in Ananda Wing On Travel (Holdings) Limited

Hong Kong, February 8, 2002. China Enterprises Limited (NYSE Symbol: CSH) announces that on February 1, 2002, the Company, through its wholly-owned subsidiary, Million Good Limited, agreed to subscribe (the "Subscription") for 4,800,000,000 new ordinary shares of Ananda Wing On Travel (Holdings) Limited for an aggregate subscription price of HK$129,600,000. Ananda is a Hong Kong based travel company, whose ordinary shares are listed on the Hong Kong Stock Exchange (HKSE stock code: 1189). Following the issuance of shares to Million Good, China Enterprises, through Million Good, will own approximately 34.6% of the outstanding share capital of Ananda.

As part of the transaction, China Enterprises agreed to purchase a two-year convertible note (the "Note") to be issued by Ananda in the principal amount of HK$120,000,000. The Note will bear interest at the rate of 2% per annum payable semi-annually in arrears. China Enterprises may convert the Note into ordinary shares of Ananda at a rate per share equal to HK$0.032, subject to adjustments, at any time prior to the Note's maturity date, which will be two years from the date the Note is issued.

In addition, Hutchison International Limited, Capital Strategic Investment Limited and Sinolink Worldwide Holdings Limited each also agreed to acquire similar two-year convertible notes issued by Ananda in the principal amounts of HK$150,000,000, HK$50,000,000 and HK$50,000,000, respectively.

Following the issuance of the shares and assuming full conversion of all four of the notes and no further issuances of shares by Ananda other than pursuant to the transactions referred to in this press release, China Enterprises and Million Good would collectively own approximately 33.6% of the outstanding shares of Ananda, and Hutchison, Capital Strategic and Sinolink Worldwide would own approximately, 18.5%, 6.1% and 6.1%, respectively, of the outstanding share capital of Ananda.

Ananda is one of the major leading operators in the travel industry of Hong Kong and Southeast Asia. It mainly provides package tours, travel, transportation and other related services.

China Enterprises believes the investment in Ananda is a positive step in diversifying the company's business. The Company expects the travel industry in the People's Republic of China to expand after the PRC'a accession to the World Trade Organization.

Completion of the Subscription is conditional upon, amongst other things, Million Good receiving from the Securities and Futures Commission in Hong Kong, a waiver (the "Waiver") of the obligation to make a general offer to all of the shareholders of Ananda under The Hong Kong Code on Takeovers and Mergers; the terms of the Subscription, Note and Waiver being approved by Ananda's shareholders at a general meeting; The Stock Exchange of Hong Kong Limited agreeing to grant a listing of the shares under the Subscription as well as the shares issuable upon the conversion of the Note; and all necessary approvals required from the relevant governmental authorities in Hong Kong, Bermuda and the United States. China Enterprises' obligations under the Note will be conditional upon, amongst others things, the Subscription becoming unconditional.

Completion of the Subscription will take place on the third business day after fulfillment or waiver of the conditions under the subscription agreement. In the event that any of the conditions set out in the subscription agreement is not fulfilled or waived by Million Good by March 31, 2002, the subscription agreement will lapse.

 

Except for statements of historical fact, this news release contains certain forward-looking statements about the Company within the meaning of the Private Securities Litigation Reform Act. Because such statements are subject to significant risks and uncertainties, including changes in economic and market conditions and successful implementation of growth plans, actual results may differ materially. There are other risks not listed here that may affect the future business and financial results of the Company, as well as the forward-looking statements contained herein. To learn more about such risks and uncertainties, you should consult the risks noted in the Company's recent SEC filings. All forward-looking statements contained in this press release speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Copyright 2007 China Enterprises Limited