09:33     UPBEST GROUP<00335> - Announcement & Resumption (5)                 

    GENERAL                                                                   
    As at the date of this announcement, the Board of the                     
    Company consists of Mr. Wong Ching Hung, Thomas, Mr.                      
    Cheng Kai Ming, Charles and Mr. Li Kwok Cheung, George                    
    as executive directors and Mr. Wong Wai Kwong, David,                     
    Mr. Pang Cheung Hing, Alex and Mr. Fuk Ho Kai as                          
    independent non-executive directors.                                      
                                                                              
    This announcement is for information purposes only                        
    and does not constitute an offer or an invitation to                      
    acquire or dispose of any securities or investment                        
    advice in any jurisdiction. This announcement does                        
    not constitute an offer to sell or issue or the                           
    solicitation of an offer to buy or acquire any                            
    securities in the capital of Upbest Group Limited                         
                                                                              
    DEFINITIONS                                                               
    In the announcement, the following expressions have                       
    the meanings set out below unless the context                             
    otherwise requires.                                                       
                                                                              
    "associate(s)"   Has the meaning ascribed in the                          
    Listing Rules                                                             
                                                                              
    "Board"   the board of directors of the Company                           
                                                                              
    "Company"   Upbest Group Limited, a company                               
    incorporated in Cayman Islands with limited liability,                    
    the shares of which are listed on the Stock Exchange                      
                                                                              
    "Group"   the Company and its subsidiaries                                
                                                                              
    "HK$"   legal currency of Hong Kong                                       
                                                                              
    "Hong Kong"   The Hong Kong Special Administrative                        
    Region of the PRC                                                         
                                                                              
    "Listing Rules"   the Rules Governing the Listing of                      
    Securities on the Stock Exchange                                          
                                                                              
    "Placees"   any individual(s), institutional or                           
    other professional investor(s) or any of their                            
    respective subsidiaries or associates procured by the                     
    Joint Placing Agents to subscribe for any of the                          
    Placing Shares pursuant to the Placing Agreement                          
                                                                              
    "Placing"   placing of 108,754,000 existing Shares                        
    beneficially owned by the Vendor at the Placing Price                     
    pursuant to the Placing Agreement                                         
                                                                              
    "Placing Shares"   108,754,000 existing Shares to be                      
    placed under the Placing                                                  
                                                                              
    "SFO"   the Securities and Futures Ordinance (Chapter                     
    571 of the Laws of Hong Kong)                                             
                                                                              
    "Share(s)"   the ordinary share(s) of HK$0.01 each in                     
    the capital of the Company                                                
                                                                              
    "Stock Exchange"   The Stock Exchange of Hong Kong                        
    Limited                                                                   
                                                                              
    "Top-Up Subscription"   the subscription of                               
    108,754,000 new Shares pursuant to the terms of the                       
    Top-Up Subscription Agreement                                             
                                                                              
    "Top-Up Subscription Agreement"   the subscription                        
    agreement between the Vendor and the Company dated                        
    18 January 2005 in relation to the Top-Up Subscription                    
                                                                              
    "Top-Up Subscription Price"   HK$1.42 per Shares                          
                                                                              
    "Top-Up Subscription Shares"   a total of 108,754,000                     
    new Shares to be subscribed by the Vendor pursuant                        
    to the Top-Up Subscription Agreement                                      
                                                                              
    "%"   per cent.                                                           
                                                                              
    By order of the Board                                                     
    LI Kwok Cheung, George                                                    
    Executive Director                                                        
                                                                              
    Hong Kong, 18 January 2005