09:59 UPBEST GROUP<00335> - Announcement & Resumption (2) Subject matter of the sale and purchase: San San is a company incorporated in Macau with limited liability. The principal activity of San San is investment holding. San San's total existing share capital is MOP 500,000. As at the date of the Agreement A, San San is owned as to 50%, 28% and 22% by Ms. Chim, Mr. Song and Mr. Chan respectively. San San will dispose all its other existing assets before completion. Upon completion of the First Acquisition, San San's sole asset will be the legal ownership of the land use right of the property located at Avenida Do Almirante Lacerda, Macau ( "Property A") Consideration and payment: The consideration payable by Purchaser A to Vendor A, on a prorata basis according to their shareholding, under Agreement A is HK$28,500,000. The consideration payable by Purchaser A was determined and agreed between Purchaser A and Vendor A on normal commercial terms after arm's length negotiations and represents a discount of approximately 35% to the estimated market value of Property A of HK$44 million which appraised by the Valuer, an independent professional valuer retained for preparing the valuation, as at 3 January 2005. The original acquisition cost of San San for Vendor A is HK$18.5 million. The Board considers that the terms of Agreement A 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 the shareholders. Condition: Completion of the transaction will be conditional upon: (a) the approval at the EGM by the Independent Shareholders of the transaction in accordance with the requirements of the Listing Rules; and (b) (if necessary) the approval of the transaction by any other applicable regulatory, governmental or quasi-governmental body, whether in Hong Kong, Macau or the Cayman Islands. Completion: The consideration will be payable in cash to Vendor A in the following manner: (1) HK$5 million upon signing of Agreement A; (2) HK$15 million within 45 days from the date of Agreement A; and (3) The balance of HK$8.5 million within 90 days from the date of Agreement A. The total consideration will be sourced from internal generated funding or by banking facilities. Information relating to Property A Upon completion of the First Acquisition, San San's sole asset will be the legal ownership of the land use right of the Property A. Property A is located at Parcela "C" separated from Predio 10755 and also referred to as Descricao noX22500 (AR) situated at Avenida do Almiranta Laccrda Sto. Antonio, Macau. The property comprises a roughly square share site with a site area of approximately 499 sq. m. The property is currently vacant. The Company intends to develop a residential / commercial building on the site with a marketable floor area of approximately 7,788 sq. m. Implication under the Listing Rules: Ms. Chim, who has 50% equity interest in San San, is also 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. Ms. Chim is also the spouse of Mr. Cheng Kai Ming, Charles, an executive director of the Company. Ms. Chim is therefore a connected person to the Company. The First Acquisition constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.