09:32     UPBEST GROUP<00335> - Announcement & Resumption (3)                 

    (6)   Underwriting commission payable to the Joint                        
    Placing Agents                                                            
    The Placing is fully underwritten by the Joint Placing                    
    Agents with underwriting commission calculated as 3%                      
    of the amount equal to the Placing Price multiplied                       
    by the number of the Placing Shares.                                      
                                                                              
    (7)   Condition of the Placing                                            
    The Placing is not subject to any condition save for                      
    the right of the Joint Placing Agents to terminate                        
    the Placing agreement mentioned below. It is scheduled                    
    that the Placing will be completed on or before 1                         
    February 2005.                                                            
                                                                              
    The Placing agreement may be terminated by the Joint                      
    Placing Agents upon occurrence of certain events. Such                    
    events include the introduction of new law or                             
    regulation; or the occurrence of any local, national                      
    or international event; or change of a political,                         
    military, financial, economic, currency, or other                         
    international outbreak or other nature, or in the                         
    nature of any local, national, international outbreak                     
    or escalation of hostilities or armed conflict or                         
    affecting local securities market or the occurrence                       
    of any combination of circumstances; or a change in                       
    market conditions or combination of circumstances in                      
    Hong Kong, which in the reasonable opinion of the Joint                   
    Placing Agents, materially and adversely affect the                       
    business or the trading position of the Company or                        
    the success of the Placing; or suspension of trading                      
    of Shares on the Stock Exchange for 7 consecutive days                    
    or more.                                                                  
                                                                              
    THE TOP-UP SUBSCRIPTION AGREEMENT DATED 18 JANUARY                        
    2005                                                                      
    (1)   Parties Involved:                                                   
    The Company and the Vendor                                                
                                                                              
    (2)   The Top-Up Subscription Price                                       
    The Top-Up Subscritpion Price is HK$1.42 per Share.                       
    The Top-Up Subscription Price is the same to the                          
    Placing Price and was determined after arm's length                       
    negotiation between the Company and the Vendor with                       
    reference to the Placing Price of the Placing Shares.                     
                                                                              
    (3)   Number of Top-Up Subscription Share                                 
    The number of Top-Up Subscription Shares is equivalent                    
    to the number of Placing Shares, being 108,754,000                        
    Shares.                                                                   
                                                                              
    (4)   Ranking of Top-Up Subscription Shares                               
    The Top-Up Subscription Shares, when issued and fully                     
    paid, will rank pari passu in all respects among                          
    themselves and with the existing issued Shares.                           
                                                                              
    (5)   Conditions of the Top-Up Subscription                               
    The Top-Up Subscription is conditional upon:                              
                                                                              
    (a)   The Listing Committee of the Stock Exchange                         
    granting listing of, and permission to deal in, all                       
    of the Top-Up Subscription Shares; and                                    
                                                                              
    (b)   Completion of the Placing.                                          
                                                                              
    The Top-Up Subscription Agreement does not provide                        
    either party the rights to waive the above conditions.                    
                                                                              
    If the condition are not fulfilled on or before 1                         
    February 2005 (or such later date as the parties may                      
    mutually agree) the subscription agreement will lapse.                    
    In the event a later date is agreed, all the necessary                    
    requirement of the Listing Rules will be complied                         
    with.                                                                     
                                                                              
    Application will be made by the Company to the Stock                      
    Exchange for the listing of and permission to deal                        
    in the Top-Up Subscription Shares.