09:59 UPBEST GROUP<00335> - Announcement & Resumption (3) Pursuant to the Listing Rules, the First Acquisition is subject to the Independent Shareholders' approval by poll. CCAA, holds 840,000,000 shares of the Company (representing 75% of the Company issued share capital), will be abstained from voting in respect of the relevant resolution at the EGM in accordance with Listing Rule 14A.54. A circular containing, inter alia, details of the terms of the First Acquisition, the recommendation from the Independent Board Committee, the letter of advice from the independent financial adviser of the Independent Board Committee and the notice of the EGM will be dispatched to the Shareholders no later than 21 days from the announcement of the signing of Agreement A. The Listing Rules also require that details of the First Acquisition be disclosed in the Company's next published annual report and accounts in accordance with the requirement of Listing Rule 14A.45. The Independent Board Committee, comprising independent non-executive directors Mr. Wong Wai Kwong, David, Mr. Pang Cheung Hing, Alex and Mr. Fuk Ho Kai, has been formed to advise the Independent Shareholders on the First Acquisition subject to the Independent Shareholders' approval. An independent financial adviser will be appointed to advise the Independent Board Committee in relation to the First Acquisition. (2) THE SECOND ACQUISITION The Board hereby announces that Mei Tou Real Estate Company Limited, a wholly owned subsidiary of the Company, has entered into a sales and purchase agreement dated 3 January 2005 (the "Agreement B") to acquire the property located in Nossa Senhora Do Carmo, Taipa of Macau (the "Property B") from Mr. Lam (the "Second Acquisition"). Agreement B Date: 3 January 2005 Parties: Mr. Lam Iam Weng as the vendor ( "Vendor B") 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. Mei Tou Real Estate Company Limited, a wholly owned subsidiary of the Company, incorporated in Macau on 18 December 2004 with limited liability, as the purchaser ( "Purchaser B") Subject matter of the sale and purchase: A property located at Nossa Senhora Do Carmo, Taipa, Macau ("Property B") which Mr. Lam is the legal owner of the property. Consideration and payment: The consideration payable by Purchaser B under Agreement B is HK$27 million. The consideration payable by Purchaser B was determined and agreed between Purchaser B and Vendor B on normal commercial terms after arm's length negotiations and represents a discount of approximately 53% to the estimated market value of HK$57 million which appraised by the Valuer, an independent professional valuer retained for preparing the valuation, as at 3 January 2005. The Board considers that the terms of Agreement B are fair and reasonable to the shareholders of the Company as a whole, are on normal commercial terms and are beneficial to and in the best interests of the Group and shareholders. Condition: Completion of the transaction will be conditional upon: (a) (if necessary) the approval of the transaction by any applicable regulatory, governmental or quasi-governmental body, whether in Hong Kong, Macau or the Cayman Islands.