10:00 POLYTEC ASSET<00208> - Announcement (2) entire issued share capital of New Cosmos by the Purchasers from the Vendors at a consideration of approximately HK$88.7 million and all outstanding loans of approximately MOP47.7 million (equivalent to approximately HK$46.3 million) due from New Cosmos to the Vendors 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. Pursuant to the Sale and Purchase Agreement, Top Vision, Sino-Asia, JHK, CSC , Qualitec and Mr. Tsui Wai Kwan have acquired 58%, 15%, 10%, 10%, 5% and 2% interests (including the outstanding loans due from New Cosmos to the Vendors) in New Cosmos which was beneficially owned by Ms. Ho Ut Sim and Ms. Yip Fung Kuen Alias Joana Yip before Completion. Such total consideration was paid by the Purchasers on a pro rata basis in accordance with their respective interests in New Cosmos. The consideration for the Sale Shares which represents the 58% interests in the issued share capital of New Cosmos is approximately HK$51.5 million. The consideration for the Sale Debt is approximately MOP27.7 million (equivalent to approximately HK$26.8 million) which is equivalent to 58% of the face value of all outstanding loans due from New Cosmos to the Vendors as at the date of Completion. The total consideration for the Acquisition paid by the Group of HK$78.3 million has been financed 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 as well as the consideration are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Completion Completion took place on 23 December 2004 being the date of the Sale and Purchase Agreement and New Cosmos has become a 58% non-wholly owned subsidiary of the Company. Information on New Cosmos, Kam Yuen and the Site New Cosmos is principally engaged in investment holding. On 23 December 2004, New Cosmos entered into the sale and purchase agreement with the Vendors whereby New Cosmos has acquired the entire issued share capital of Kam Yuen, which was beneficially and wholly owned by the Vendors before completion of such agreement, at a consideration of MOP30,000 (equivalent to approximately HK$29,000) and all outstanding loans of approximately MOP47.7 million (equivalent to approximately HK$46.3 million) due from Kam Yuen to the Vendors. Completion of such agreement took place on 23 December 2004 and Kam Yuen has become a wholly owned subsidiary of New Cosmos. Apart from such acquisition, New Cosmos has not carried out any other business activities since its incorporation on 3 November 2004 and therefore has not yet recorded any turnover, profit or loss. As at 23 December 2004, the unaudited total asset value and net asset value of New Cosmos amounted to approximately MOP47.7 million and MOP805 (equivalent to approximately HK$46.3 million and HK$780 respectively) respectively. The principal asset of New Cosmos is the entire interests in and advances to Kam Yuen which in turn holds the entire interests in the Site. Kam Yuen is principally engaged in property investment, trading and development with the principal asset being the entire interests in the Site. Apart from holding the Site, Kam Yuen has not carried out any other business activities (including the development of the Site) and has not recorded any turnover since its incorporation on 25 March 2002. The unaudited loss before and after tax of Kam Yuen for the period ended 31 December 2002, the year ended 31 December 2003 and the eleven months ended 30 November 2004 amounted to approximately MOP5,000, MOP6,000 and MOP1,000 (equivalent to approximately HK$5,000, HK$6,000 and HK$1,000 respectively) respectively. As at 30 November 2004, the total asset value and net asset value of Kam Yuen amounted to approximately MOP47,720,000 and MOP18,000 (equivalent to approximately HK$46,263,000 and HK$17,000 respectively) respectively. The directors of New Cosmos and Kam Yuen were the Vendors before Completion whilst each of the board of New Cosmos and Kam Yuen comprises 2 directors who are appointed by Top Vision upon Completion. At Completion, New Cosmos indirectly holds 100% of the Site and its shareholding structure is as follows: The Site is located at Lots TN25b and TN26d, nearby Estrada Coronel Nicolau de Mesquita, Taipa, Macao, which is one of the prime residential areas of Macao. The Site is currently vacant and has a site area of approximately 5,207.7 sq.m.. Furthermore, there is no restriction on the use of the Site. Reasons for the Acquisition