THE GRANDE HOLDINGS LIMITED

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1 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. This announcement is not an offer to sell or the solicitation of an offer to buy any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States or to any U. S. persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration, and the securities described herein will be sold in accordance with all applicable laws and regulations. THE GRANDE HOLDINGS LIMITED (Incorporated in the Cayman Islands and redomiciled to Bermuda with limited liability) (Stock Code: 186) A DISCLOSEABLE TRANSACTION RELATING TO THE ISSUE BY HI-TECH PRECISION PRODUCTS LTD (Incorporated with limited liability under the laws of the British Virgin Islands) OF US$50,000,000 ZERO COUPON GUARANTEED EXCHANGEABLE BONDS DUE 2011 EXCHANGEABLE INTO COMMON STOCKS OF SANSUI ELECTRIC CO., LTD. The Company hereby announces that on 21 February 2006 the Company and the Issuer entered into the Subscription Agreement with the Manager, whereby (i) the Manager has agreed to subscribe for, or procure the subscription of, the Firm Bonds on the Closing Date; and (ii) the Issuer has agreed to grant to the Manager an option to subscribe for the Optional Bonds on the Subsequent Closing Date. The Option may be exercised by the Manager (whether in whole or in part but on one occasion) at any time from 21 February 2006 to the date falling 90 Business Days after the Closing Date. The Manager has issued a notice to the Issuer on 21 February 2006 to require the Issuer to issue the Optional Bonds on the Closing Date. The transaction has completed on 22 February The possible disposal of Sansui Shares through the issuance of the Bonds by the Issuer constitutes a discloseable transaction of the Company under the Listing Rules and is required to be disclosed by way of this press announcement. A circular will be issued to shareholders of the Company in accordance with the Listing Rules. 1

2 The holder of each Bond will have an Exchange Right to exchange such Bond during the Exchange Period for Sansui Shares at the exchange price of JPY per Sansui Share. Assuming full exchange of the Bonds at the Exchange Price, the Bonds will be exchangeable into 146,683,283 Sansui Shares, representing per cent. of the common stocks of Sansui (subject to adjustment). After the full conversion of the Bonds, the Company s percentage of voting interest of Sansui will be reduced from per cent. to per cent. The estimated net proceeds of the issue of the Bonds, after payment of certain expenses (amounting to approximately US$1,124,764), are estimated to be approximately US$48,875,236. The Issuer intends to on-lend the net proceeds of the issue of the Bonds to the Company. The Company intends to apply approximately 70 per cent. and 30 per cent. of the net proceeds for the settlement of debt and working capital purposes for the Group respectively. SUBSCRIPTION AGREEMENT Date: 21 February 2006 Parties: The Issuer, the issuer of the Bonds The Company, the guarantor The Manager, the manager of the issue of the Bonds Subject to the fulfilment of the conditions precedent, (i) the Manager has agreed to subscribe for, or procure the subscription of, the Firm Bonds with an aggregate principal amount of US$40,000,000, exchangeable into Sansui Shares, on the Closing Date; and (ii) the Issuer has agreed to grant to the Manager an option to subscribe for the Optional Bonds, exchangeable into Sansui Shares, on the Subsequent Closing Date. The Option may be exercised by the Manager (whether in whole or in part but on one occasion), at any time from 21 February 2006 to the date falling 90 Business Days after the Closing Date. The Manager has issued a notice to the Issuer on 21 February 2006 to require the Issuer to issue the Optional Bonds on the Closing Date. The Bonds have been offered and sold to two independent institutional investors, Morgan Stanley & Co. International Limited and KBC Investments Hong Kong Limited. The two institutional investors (or their holding companies) are engaged in global securities and asset management business. The investors and their ultimate beneficial owners are third parties independent of the Issuer and the Company and their respective connected persons (as defined in the Listing Rules). The Issuer and the Company have entered into two separate letter agreements in favour of each of the investors pursuant to which the Issuer and the Company give certain representations and warranties in favour of each of the investors. Such representations and warranties mirror the representations and warranties of the Issuer and the Company to the Manager under the Subscription Agreement. As at the date of this announcement, all the conditions precedent have been fulfilled and the issue of the Bonds has completed on 22 February PRINCIPAL TERMS OF THE BONDS The terms of the Bonds are determined after arm s length negotiation between the parties with reference to the market condition, the principal terms are 2

3 summarised as follows: Issuer Hi-Tech Precision Products Ltd, a company incorporated with limited liability in the British Virgin Islands and a wholly-owned subsidiary of the Company. Guarantor The Company Trustee The Hongkong and Shanghai Banking Corporation Limited Principal Amount The aggregate principal amount of up to US$50,000,000, comprising the Firm Bonds of a principal amount of US$40,000,000 and the Optional Bonds of a principal amount of up to US$10,000,000. Guarantee The Company has agreed to unconditionally and irrevocably guarantee the due and punctual performance by the Issuer of its obligations under and in connection with the issue of the Bonds. Issue Price 100 per cent. of the principal amount of the Firm Bonds of US$40,000,000 and the Optional Bonds of up to US$10,000,000. Interest The Bonds bear zero interest. Exchange Right Subject to and upon compliance with the provision of the Conditions, any Bond may be exchanged into Sansui Shares, at the option of the holder thereof, during the Exchange Period (subject as described below under Cash Settlement Option ). The transfer of Sansui Shares is subject to applicable Japanese laws and regulations (including the rules of the Tokyo Stock Exchange, Inc.). Exchange Period The period beginning on and after 23 March 2006 and up to the earlier of (i) 8 February 2011 (but in no event thereafter), or (ii) if such Bond shall have been called for redemption prior to 8 February 2011, then up to on the third Business Day immediately prior to the date fixed for redemption thereof. Exchange Property The Exchange Property initially comprises 146,683,283 Sansui Shares, representing per cent. of the issued common stocks of Sansui and shall include all rights, benefits and proceeds attaching to or arising from or in respect of any such shares. There is no restriction under the Bonds regarding the transfer of Exchange Property. Exchange Price The price at which Sansui Shares shall be transferred upon exchange shall be initially be JPY per Sansui Share, subject to adjustment in the manner provided in the Conditions. 3

4 Cash Settlement Option In lieu of delivery of some or all of the Sansui Shares required to be delivered upon the valid exercise of an Exchange Right, the Issuer may elect to make a cash settlement payment in respect of all or any portion of the Bonds deposited for exchange on or before the Cash Settlement Option Cut-off Time. Anti Dilution Provisions The Exchange Price will be subject to adjustment upon the occurrence of certain dilutive events including, among other things, stock split, bonus issues, rights issues and capital distributions. Transfer The Bonds are issued in registered form in principal amounts of US$1,000 or multiples thereof. The Bonds may be transferred, in whole or in part, in the authorised denomination by lodging the relevant certificate at the specified office of the registrar or any agent. There is no restriction regarding the transfer of Bonds to a connected person of the Company. Redemption at Maturity Unless previously redeemed, exchanged or purchased and cancelled as provided in the Conditions, the Issuer will redeem the Bonds in US$ at per cent. of their principal amount on 22 February Redemption at the Option of the Issuer On and after 22 February 2008, the Issuer may, having given not less than 30 nor more than 60 days notice to Trustee, the principal paying agent and the bondholders, redeem all or some of the Bonds then outstanding at 100 per cent. of their principal amount on such redemption date, provided, however, that no such redemption may be made unless the volume weighted average price (translated into US$ at a fixed rate of exchange) of the Sansui Shares for each of the 20 consecutive trading days, the last of which occurs not more than 20 days prior to the date upon which the notice of such redemption is first published, is at least equal to an amount calculated in accordance with the following formula: where: A 130% x A x B 1,000 is the Exchange Price (taking into account any adjustments) (translated into US$ at a fixed rate of exchange); B is an amount equal to 100 per cent. of the principal amount of the Bonds redeemed plus an amount (the Redemption Premium ) that is determined so that such Redemption Premium represents for each Bondholder, for each US$1,000 principal amount of the Bonds purchased at the issue price on 22 February 2006, a gross yield of per cent. per annum, calculated on an annual basis (the Early Redemption Amount ). The Issuer may, at any time, having given not less than 30 nor more than 60 days irrevocable notice to the bondholders, redeem all (and not some) of the Bonds at 100 per cent. of their principal amount if less than 10 per cent. in aggregate principal amount of the Bonds originally issued are outstanding. 4

5 Redemption at the Option of the bondholders Each bondholder is entitled, at its option, to require the Issuer to redeem all or some of the Bonds of which it is the holder on 22 February 2009 (the Put Date ) by delivering to the Issuer, the Trustee and the principal paying agent a put option notice not less than 15 nor more than 60 days prior to the Put Date. Any Bond redeemed pursuant to the above shall be redeemed at 118 per cent. of its principal amount. Redemption for Taxation Reasons At any time the Issuer may, having given not less than 30 nor more than 60 days notice to the bondholders (which notice shall be irrevocable), redeem all but not some of the Bonds at the Early Redemption Amount on the date fixed for redemption (the Tax Redemption Date ), if (i) the Issuer (or, as the case may be, the Company) provides the Trustee with an opinion of an independent legal counsel or an opinion of the Issuer s (or, as the case may be, the Company s) auditors immediately prior to the giving of such notice that the Issuer (or, if the Deed of Guarantee were called, the Company) has or will become obliged to pay additional amounts as provided or referred to in the Conditions as a result of any change in, or amendment to, the laws or regulations of the British Virgin Islands, Hong Kong or Bermuda, Japan or the Cayman Islands or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 21 February 2006, and (ii) such obligation cannot be avoided by the Issuer (or, as the case may be, the Company) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or, as the case may be, the Company) would be obliged to pay such additional amounts were a payment in respect of the Bonds then due. Prior to the giving of any such notice of redemption, the Issuer (or, as the case may be, the Company) shall deliver to the Trustee a certificate signed by a director of the Issuer (or, as the case may be, the Company) stating that the obligation referred to in (i) above cannot be avoided by the Issuer (or, as the case may be, the Company) taking reasonable measures available to it and the Trustee shall be entitled to accept without further enquiry such certificate as sufficient and conclusive evidence of the satisfaction of the condition precedent set out in (ii) above in which event it shall be conclusive and binding on the bondholders. If the Issuer gives a notice of redemption, each bondholder will have the right to elect that his Bond(s) shall not be redeemed and that the above provisions shall not apply and payment of all amounts shall be made subject to the deduction or withholding of the taxation required to be withheld or deducted by the Government of the British Virgin Islands, Hong Kong, Bermuda, Japan or the Cayman Islands as the case may be, or any authority thereof or therein having power to tax. 5

6 Repurchase of Bonds in the event of delisting In the event that the Sansui Shares cease to be listed or admitted to trading on the Tokyo Stock Exchange, Inc., the Issuer shall notify the bondholders with copies to the Trustee and the principal paying agent of such delisting, and each bondholder shall have the right to require the Issuer to repurchase all or some of the Bonds of which it is the holder. Any of such Bond redeemed shall be redeemed at its Early Redemption Amount on the date set by the Issuer for such redemption, which shall be a day not less than 30 days nor more than 60 days following the date on which the Issuer notifies the bondholders of the delisting. Ranking of the Bond The Bonds are direct unconditional and secured obligations of the Issuer, ranking pari passu and without any preference among themselves. Listing The Sansui Shares are listed on the Tokyo Stock Exchange, Inc.. Appointments On Closing Date, The Hongkong and Shanghai Banking Corporation Limited has been appointed as the trustee of the bondholders, the principal paying agent, paying agent, transfer agent, trustee s custodian and the registrar, and DBS Bank Ltd., Hong Kong Branch has been appointed as the collateral monitor. The Hongkong and Shanghai Banking Corporation Limited and DBS Bank Ltd., Hong Kong Branch (and its holding company) are third parties independent of the Issuer and the Company and their respective connected persons (as defined in the Listing Rules. Further details of the Bonds will be disclosed in the circular. EFFECT OF EXCHANGE OF BONDS ON THE COMPANY S HOLDING The closing price of one Sansui Share as quoted on the Tokyo Stock Exchange, Inc. on 21 February 2006 was JPY25. The volume weighted average price of the Sansui Shares as quoted on the Tokyo Stock Exchange, Inc. from 2 February 2006 to 17 February 2006 was JPY31.8. The value of the Exchange Right represents a premium of 130 per cent. over the volume weighted average price of the Sansui Shares as quoted on the Tokyo Stock Exchange, Inc. from 13 February 2006 to 17 February 2006, and per cent. over the closing price of the Sansui Shares as quoted on the Tokyo Stock Exchange, Inc. on 21 February Assuming full exchange of the Bonds for the Exchange Rights, the Bonds will be exchangeable into 146,683,283 Sansui Shares, subject to adjustment, reducing the Company s percentage of voting interest of Sansui from per cent. to per cent. The Company s interest in Sansui is recorded as short-term investment and, subject to any further changes in the Company s interest in Sansui. Sansui will continue to be accounted for as short-term investment. Based on the book value of 146,683,283 Sansui Shares of US$39,617,362 as at 22 February 2006 and the net proceeds from the issue of the Bonds of approximately US$48,875,236, a book gain of approximately US$9.2 million will be recorded. Sansui is principally engaged in manufacturing of audio and visual equipment. 6

7 USE OF PROCEEDS The estimated net proceeds of the issue of the Bonds are approximately US$48,875,236. The Issuer intends to on-lend the net proceeds of the issue of the Bonds to the Company, which intends to apply approximately 70 per cent. and 30 per cent. of such proceeds for the settlement of debt and for working capital purposes for the Group respectively. REASONS FOR AND BENEFITS OF THE BONDS ISSUE Taking into account that the value at which the Bonds can be exchanged for the Exchange Property represents a premium of 130 per cent. over the volume weighted average price of the Sansui Shares as quoted on the Tokyo Stock Exchange, Inc. from 13 February 2006 to 17 February 2006, and per cent. over the closing price of the Sansui Shares as quoted on the Tokyo Stock Exchange, Inc. on 21 February 2006, the issue of the Bonds enables the Company to raise funds from the debt capital markets at lower cost of a Redemption Premium of per cent. per annum with reasonable tenor and terms while maintaining its shareholding in Sansui. The Directors are of the view that the terms and conditions of the Subscription Agreement are fair and reasonable and the Subscripting Agreement is in the interest of the Company and its shareholders taken as a whole. GENERAL The Company is principally engaged in the design, development, manufacture and distribution of electronic and computer products and components, along with trading of audio and video products and shares. Other than the holding of the Sansui Shares, the Issuer is not engaged in other business activities. The Company will promptly notify the Stock Exchange if it becomes aware of any dealings in the Bonds by any connected person (as defined in the Listing Rules) of the Company and will comply with the relevant Listing Rules with respect thereto. The possible disposal of Sansui Shares through the issuance of the Bonds constitutes a discloseable transaction of the Company under the Listing Rules and is required to be disclosed by way of this press announcement. A circular will be issued to shareholders of the Company shortly. TERMS USED IN THIS ANNOUNCEMENT Bonds The Firm Bonds and the Optional Bonds Business Day Cash Settlement Option Cut-off Time Closing Date Company a day on which banks in New York are generally open for general banking transactions, other than Saturday and Sunday 6:00 p.m. (Hong Kong time) on the date following two trading days after the date when the Exchange Right is exercised 22 February 2006 or such later date, not being later than 14 March 2006 as the Issuer, the Company and the Manager may agree The Grande Holdings Limited, a company incorporated in Cayman Islands and redomiciled to Bermuda with limited liability, the shares of which are listed on the Stock Exchange 7

8 Conditions Contracts Deed of Guarantee Directors The terms and conditions of the Bonds The Subscription Agreement, the Trust Deed, the Paying and Exchange Agency Agreement, the Deed of Guarantee and the Pledge Agreement The deed of guarantee entered by the Company on the Closing Date The directors of the Company Exchange Period The period beginning on and after 23 March 2006 and up to the earlier of 17:00 hours on (i) 8 February 2011 (but in no event thereafter), or (ii) if such Bond shall have been called for redemption prior to 8 February 2011, then up 17:00 hours on to the third Business Day immediately prior to the date fixed for redemption thereof Exchange Price Exchange Property Exchange Right Firm Bonds Fixed Rate of Exchange Group Hong Kong JPY initially 146,683,283 Sansui Shares and shall include all rights, benefits and proceeds attaching to or arising from or in respect of any such shares The right of a holder of Bonds to exchange such Bonds during the Exchange Period for a pro rata share of the Exchange Property The US$40,000,000 Zero Coupon Guaranteed Exchangeable Bonds due 2011, exchangeable into Sansui Shares JPY : US$1.00 Issue Date 22 February 2006 Issuer JPY Listing Rules Manager Maturity Date 22 February 2011 Option The Company together with its subsidiaries The Hong Kong Special Administrative Region of the People s Republic of China Hi-Tech Precision Products Ltd, a company incorporated with limited liability in the British Virgin Islands and a wholly-owned subsidiary of the Company Japanese yen, the lawful currency of Japan The Rules Governing the Listing of Securities on the Stock Exchange DBS Bank Ltd., Hong Kong Branch An option to subscribe for up to a further US$10,000,000 Zero coupon guaranteed exchangeable bonds due 2011 which the Issuer grants to the Manager pursuant to the Subscription Agreement 8

9 Optional Bonds Paying and Exchange Agency Agreement Pledge Agreement Sansui Sansui Shares Stock Exchange Subscription Agreement Subsequent Closing Date Trust Deed Trustee United States US$ Hong Kong, 22 February 2006 US$10,000,000 zero coupon guaranteed exchangeable bonds issued pursuant to the Option A paying and exchange agency agreement entered into between the Issuer, the Company, the Trustee, and DBS Bank Ltd., Hong Kong Branch on the Closing Date, pursuant to which (inter alia) various paying and exchange agents are appointed to facilitate the payment of the redemption monies and the exchange of the Bonds A pledge agreement entered into between the Issuer, The Hongkong and Shanghai Banking Corporation Limited and DBS Bank Ltd., Hong Kong Branch on the Closing Date Sansui Electric Co., Ltd. Fully paid common stock of non par value of Sansui. The Sansui Shares are listed on the Tokyo Stock Exchange, Inc. The Stock Exchange of Hong Kong Limited The subscription agreement entered into between the Issuer, the Company and the Manager on 21 February 2006 in connection with the issue of the Bonds The Business Date specified in the Option notice A trust deed entered into between the Issuer, the Company and The Hongkong and Shanghai Banking Corporation Limited on the Closing Date, pursuant to which the Trustee agreed (inter alia) to represent and act for the benefit of the Bondholders The Hongkong and Shanghai Banking Corporation Limited The United States of America United States dollars, the lawful currency of the United States 9 For and on behalf of The Grande Holdings Limited Chairman Mr. Christopher W. Ho As at the date of this announcement, the board of directors of the Company comprises six executive directors, namely, Mr. Christopher W. Ho, Mr. C. C. Ma, Mrs. Christine L. S. Asprey, Mr. Michael A. B. Binney, Mr. C. F. Lam and Mr. Paul K. F. Law; and three independent non-executive directors, namely, Mr. Herbert H. K. Tsoi, Mr. Johnny W. H. Lau and Mr. Martin I. Wright. Please also refer to the published version of this announcement in South China Morning Post - Classified.