10:08 <00201><00219><00253>-Joint Ann & Resumption of Trading (4) The Consideration for the Acquisition shall be HK$242,000,000, which was arrived at after arm's length negotiations between the parties and will be adjusted with reference to the assets (other than the Project Company) of Yuki and Longluck and the liabilities (other than the Sale Debts) of Yuki and Longluck as shown in the Completion Accounts. The Consideration has been or shall be (as the case may be) paid in the following manner: (a) an initial deposit of HK$20,000,000 (the "Initial Deposit") was paid on 28 December 2004 upon the signing of the Provisional Agreement to the Vendor's solicitors; (b) a further deposit (which together with the Initial Deposit shall be equivalent to 30% of the Consideration) (the "Further Deposit") shall be payable to the Vendor's solicitors on or before 21 January 2005; and (c) the balance of the Consideration in the sum of HK$169,400,000 shall be payable on Completion. The major assets currently and which as at Completion will be owned respectively by Yuki and Longluck will be their respective equity interests in the Project Company and the shareholder's loan owed by the Project Company to Yuki; and the major liabilities currently and which as at Completion will be owed by Yuki will be the Sale Debt (which will be assigned by the Vendor to the Purchaser upon Completion). Apart from the aforesaid major assets and liabilities, Yuki and Longluck each as a going concern will have on Completion some minor items of current assets such as credit balances in banks, deposits and other receivables (collectively, the "Current Assets") and some minor items of non-current and current liabilities such as accrued expenses and other payables (collectively, the "Current Liabilities"). These items of the Current Assets of and the Current Liabilities of (a) Yuki and of (b) Longluck will be recorded and reflected in (a) the completion accounts of Yuki being the unaudited profit and loss account of Yuki for the period from 1 November 2004 up to the Completion Date and the unaudited balance sheet of Yuki as at the Completion Date (the "Yuki Completion Accounts") and (b) the completion accounts of Longluck being the unaudited profit and loss account of Longluck for the period from 1 November 2004 up to the Completion Date and the unaudited balance sheet of Longluck as at the Completion Date (the "Longluck Completion Accounts"). On Completion and with respect to the Yuki Completion Accounts and Longluck Completion Accounts respectively, if the Current Assets shall exceed the Current Liabilities, the Purchaser shall pay to the Vendor the excess on a dollar-to-dollar basis. On the other hand, if the Current Assets shall be less than the Current Liabilities, the Vendor shall pay to the Purchaser the deficiency on a dollar-to-dollar basis. The major assets currently and which as at Completion will be owned by the Project Company will be the Hotel and the major liabilities owed by the Project Company will be a shareholder's loan (interest-free and repayable on demand) owed to Yuki. Apart from the aforesaid major assets and liabilities, the Project Company as a going concern will have on Completion some minor items of current assets such as credit balances in banks, deposits and other receivables (collectively, the "PC Current Assets") and some minor items of non-current and current liabilities such as accrued expenses and other payables (collectively, the "PC Current Liabilities"). These items of the PC Current Assets and the PC Current Liabilities will be recorded and reflected in the completion accounts of the Project Company being the unaudited profit and loss account of the Project Company for the period from 1 November 2004 up to the Completion Date and the unaudited balance sheet of the Project Company as at the Completion Date (the "Project Company Completion Accounts'). If on Completion, the PC Current Assets shall exceed the PC Current Liabilities, the Purchaser shall pay to the Vendor the excess on a dollar-to-dollar basis. On the other hand, if the PC Current Assets shall be less than the PC Current Liabilities, the Vendor shall pay to the Purchaser the deficiency on a dollar-to-dollar basis. In addition, within three (3) months of Completion, the Vendor shall procure that the Project Company Completion Accounts shall be submitted to the Purchaser. The Project Company Completion Accounts will be audited by Baker Tilly Hong Kong Limited, an international accounting firm, according to the general accounting practice and principles prevailing in Hong Kong at the relevant time for ascertaining any necessary adjustments to the Consideration. The parties have agreed that if the net asset value of the Project Company as shown in the Audited Project Company Completion Accounts is less than that shown in the Project Company Completion Accounts, the Vendor shall upon demand forthwith pay to the Purchaser an amount equivalent to the shortfall.