09:04 SOUTH EAST GP<00726> - Announcement (2) DEFINITIONS "Agreement" an unconditional agreement entered into between South Perfect and Yimin which took effect on 21st January 2003 involving (i) the assignment of the Bank Loan from Yimin to Fushiwang, (ii) transfer of ownership of the Assets from Yimin to Fushiwang and (iii) writing off of the Debt owing to Yimin "Assets" assets in the aggregate net book value of RMB3,110,000 (per the unaudited management accounts of Yimin as at 30th November 2002) beneficially owned by Yimin, comprising (i) yeasting facilities and warehouse space valuing at RMB998,000 currently provided by Yimin to Fushiwang for use free of charge and (ii) inventory of grape juice in good condition valuing at RMB2,112,000 procured by Yimin using its own funds "Bank Loan" a secured 1-year term loan amounting to RMB4,750,000 first granted to Yimin by a bank in the PRC in 21st December 2000, the interests accrued therefrom have been fully paid when due and the principal amount has been rolling over since then "Company" South East Group Limited "Debt" A debt amounting to RMB1,640,000 due from Fushiwang to Yimin (per the unaudited management accounts of Yimin as at 30th November 2002) "Directors" the existing directors of the Company, including independent non-executive directors of the Company "Fushiwang" Qingdao Fushiwang Grape Wine Co., Ltd., a joint venture enterprise in the PRC owned as to 55% by South Perfect and 45% by Yimin "Group" the Company and its subsidiaries "Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited "PRC" the People's Republic of China "RMB" Renminbi, the lawful currency in the PRC "South Perfect" South Perfect International Limited, a company incorporated in Hong Kong, which is wholly owned by the Company "Transaction" the arrangement between South Perfect and Yimin pursuant to the agreement reached on 21st January 2003 for the assigning of the Bank Loan from Yimin to Fushiwang in consideration of Yimin transferring the Assets to Fushiwang and writing off of the Debt due from Fushiwang "Yimin" Qingdao Yimin Putaojiu Chang *, a state owned enterprise established in the PRC By Order of the Board South East Group Limited Kwan Kei Chor, Samuel Director Hong Kong, 23rd January 2003 (* For the chinese name, please refer to the press announcement today).