09:54     KARCE INTL HOLD<01159> - Announcement (2)                           

    pursuant to which after completion, the Purchaser shall procure           
    DTEC to pledge all its assets to the relevant members of the              
    Group to secure the repayment of all the amounts due from DTEC            
    to the relevant members of the Group;                                     
                                                                              
    (e)     the payment of the whole amount of the consideration for          
    the Disposal by the Purchaser; and                                        
                                                                              
    (f)     the issuance of this announcement.                                
                                                                              
    The Vendor shall have the absolute right to waive all or any              
    of the abovementioned conditions. If any of the conditions has            
    not been fulfilled or waived on or before 14th February, 2005,            
    the Vendor shall have the right to (but shall not be obligated            
    to) rescind the Agreement and the Agreement will become void.             
    Save as provided in the Agreement and/or any prior breach, none           
    of the parties shall have any claims or rights against the other          
    party in respect of such rescission.                                      
                                                                              
    Though the Vendor has the right to waive all or any of the                
    abovementioned conditions, the Directors do not expect the                
    Vendor to waive any of the conditions as at the date of this              
    announcement. Should the Vendor decide to waive any of the                
    conditions, the Company will make relevant disclosure in further          
    announcement(s).                                                          
                                                                              
    Consideration:                                                            
                                                                              
    The consideration of an aggregate amount of HK$12,000,000 shall           
    be settled in cash in three installments as follows:                      
                                                                              
    (a)     an amount of HK$4,000,000 which has been held in escrow           
    by an escrow agent, which is not a connected person (as defined           
    in the Listing Rules) of the Company, to facilitate the                   
    negotiation of the Disposal shall be transferable to pay and              
    set off the consideration as at the signing of the Agreement              
    (as at the date of this announcement, the escrow agent is still           
    in the progress of transferring the escrow money and the same             
    is not yet received by the Vendor);                                       
                                                                              
    (b)     a sum of HK$2,000,000 has been received by the Vendor upon        
    signing of the Agreement; and                                             
                                                                              
    (c)     the remaining balance amounting to HK$6,000,000 shall be          
    payable on the earlier of (i) 14th February, 2005 or (ii) the             
    date on which the relevant PRC authority(ies) which is/are                
    responsible for approving the Disposal (including but not                 
    limited to #(Dongguan City                                                
    Foreign Economic Trading Committee)) issued its/their                     
    approval(s) in relation to the Disposal.                                  
                                                                              
    The consideration has been determined after arm's length                  
    negotiations between the Vendor and the Purchaser on normal               
    commercial terms by reference to the net assets value of DTEC             
    pursuant to the latest unaudited management account of DTEC               
    prepared in accordance with the generally accepted accounting             
    practice in Hong Kong as at 31st October, 2004 which amounted             
    to approximately HK$11,610,000.                                           
                                                                              
    Completion:                                                               
                                                                              
    Completion shall take place upon all of the conditions being              
    fulfilled or waived. The Directors expect that the completion             
    will take place on or before 31st May 2005.                               
                                                                              
    Share pledge and assets pledge:                                           
                                                                              
    As at 31st October, 2004, other members of the Group had advanced         
    a total amount of approximately HK$20,000,000 (subject to                 
    adjustment in view of the outstanding amounts as at 31st December,        
    2004 which was yet to be finalized) to DTEC as general working            
    capital. It was agreed that