09:59     POLYTEC ASSET<00208> - Announcement (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.                   
                                                                              
    POLYTEC ASSET HOLDINGS LIMITED                                            
    (incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 208)                                                         
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
                                                                              
    The Board are pleased to announce that pursuant to the Sale and Purchase  
    Agreement entered into by Top Vision, a wholly owned subsidiary of the    
    Company, on 23 December 2004, the Group has effectively acquired from     
    independent third parties a 58% interest of the Site situated at Lots     
    TN25b and TN26d, nearby Estrada Coronel Nicolau de Mesquita, Taipa,       
    Macao with a site area of approximately 5,207.7 sq.m. On 23 December      
    2004, Top Vision, together with the Independent Purchasers entered into   
    the Sale and Purchase Agreement with the Vendors whereby Top Vision has   
    acquired the Sale Shares and the Sale Debt and the Independent            
    Purchasers have acquired the balance of the 42% interests therein as      
    well as the remaining 42% of the face value of all outstanding loans due  
    from New Cosmos to the Vendors for a total consideration of HK$135        
    million. Such total consideration was arrived at after arm's length       
    negotiations between the parties involved with reference to the           
    expertise and experiences of the Purchasers in the Macao property market  
    having comparing to the prevailing similar market transactions. The       
    principal asset of New Cosmos is the indirect interests in the Site. The  
    Sale and Purchase Agreement was also completed on 23 December 2004.       
                                                                              
    The Group has financed its proportional consideration of HK$78.3 million  
    by bank borrowings and its working capital of HK$70 million and HK$8.3    
    million respectively. The Directors are of the view that the terms of     
    the Sale and Purchase Agreement including the consideration are fair and  
    reasonable and are in the interests of the Company and the Shareholders   
    as a whole.                                                               
                                                                              
    The Acquisition constitutes a discloseable transaction for the Company    
    under the Listing Rules. A circular containing, inter alia, further       
    information regarding the details of the Acquisition will be despatched   
    to the Shareholders as soon as practicable.                               
                                                                              
    THE SALE AND PURCHASE AGREEMENT DATED 23 DECEMBER 2004                    
                                                                              
    Parties:                                                                  
                                                                              
    Purchasers:        -         Top Vision, a wholly owned subsidiary of     
    the Company                                                               
            -         Sino-Asia                                               
            -         JHK                                                     
            -         CSC                                                     
            -         Qualitec                                                
            -         Mr. Tsui Wai Kwan                                       
                                                                              
    Vendors:        Ms. Ho Ut Sim and Ms. Yip Fung Kuen Alias Joana Yip       
                                                                              
    To the best of the Directors' knowledge, information and belief having    
    made all reasonable enquiry, before Completion, Sino-Asia, JHK, CSC,      
    Qualitec, Mr. Tsui Wai Kwan and the Vendors and their respective          
    ultimate beneficial owners were independent parties not connected with    
    the directors, chief executive or substantial shareholders of the         
    Company or any of its subsidiaries or their respective associates and     
    were third parties independent of the Company and the connected persons   
    of the Company. Save for Qualitec and Mr. Tsui Wai Kwan, since the date   
    of Completion, Sino-Asia, JHK and CSC have become the substantial         
    shareholders of New Cosmos, and thus connected persons of the Company     
    under the Listing Rules.                                                  
                                                                              
    Assets acquired by Top Vision                                             
                                                                              
    Sale Shares:        58 shares, representing 58% interests in the issued   
    share capital of New Cosmos                                               
                                                                              
    Sale Debt:        an amount of approximately MOP27.7 million (equivalent  
    to approximately HK$26.9 million), being 58% of the face value of all     
    outstanding loans due from New Cosmos to the Vendors as at the date of    
    Completion                                                                
                                                                              
    The principal asset of New Cosmos is the entire indirect interest in the  
    Site.                                                                     
                                                                              
    Consideration                                                             
                                                                              
    The total consideration of HK$135 million for the acquisition of the