09:58 UPBEST GROUP<00335> - Announcement & Resumption (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the content of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims and liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. UPBEST GROUP LIMITED (Incorporated in Cayman Islands with limited liability) (Stock code: 335) DISCLOSEABLE AND CONNECTED TRANSACTION Financial Advisor to Upbest Group Limited Upbest Securities Company Limited On 3 January 2005, the Group entered into Agreement A and Agreement B with Companhia De Fomento Predial E Investimento San San, Limitada and Mr. Lam Iam Weng respectively. These two agreements are relating to the acquisition of two properties located in Macau for a consideration of HK$28.5 million and HK$27 million respectively and are both payable in cash. Ms. Chim Mei Hing, spouse of an executive director of the Company and one of the beneficiaries of a trust which assets include interests in the entire issued share capital of CCAA, which holds 75% equity interest of the Company, has 50% equity interest in Companhia De Fomento Predial E Investimento San San, Limitada. The First Acquisition constitutes a connected and discloseable transaction for the Company under Chapter 14A and Chapter 14 of the Listing Rules. Mr. Lam Iam Weng is an independent third party not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or an associate (as defined in the Listing Rules) of any of them. The Second Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. A circular containing, inter alia, further details of the First Acquisition, valuation report, a letter from the independent board committee, a letter of advice from the independent financial adviser to the independent board committee and a notice for convening an extraordinary general meeting to approve the Agreement A will be sent to shareholders of the Company as soon as practicable. At the request of the Company, the shares of the Company have been suspended from trading on the Stock Exchange at 9:30am on 4 January, 2005 pending the release of this announcement. Application has been made for resumption of trading in the shares of the Company on the Stock Exchange from 9:30 a.m. on 7 January, 2005. (1) THE FIRST ACQUISITION The Board hereby announces that Upbest Land Company Limited and Upbest Macau Land Company Limited, both wholly owned subsidiaries of the Company, have entered into a sales and purchase agreement dated 3 January 2005 (the "Agreement A") to acquire the entire share capital of San San from Ms. Chim, Mr. Chan and Mr. Song (the "First Acquisition"). Agreement A Date: 3 January 2005 Parties: Ms. Chim, Mr. Song and Mr. Chan together as the vendors ( "Vendor A") Upbest Land Company Limited and Upbest Macau Land Company Limited, both wholly owned subsidiaries of the Company, as the purchasers ( "Purchaser A") to acquire 20% and 80% of San San respectively.