09:46     MEDTECH GROUP<01031>-Announcement & Resumption of Trading-2         

    the SGM to seek the approval of the Shareholders for                      
    the Acquisition and the issue of the Consideration                        
    Shares, and the approval of the Stock Exchange for                        
    the listing of and permission to deal in the                              
    Consideration Shares. Next Champion and the Vendors                       
    will enter into the Formal Sale and Purchase Agreement                    
    within 30 days from the date of signing of the                            
    Provisional Sale and Purchase Agreement. Completion                       
    of the Acquisition is expected to take place on or                        
    before 6 April 2005.                                                      
                                                                              
    The Acquisition constitutes a very substantial                            
    acquisition in respect of the Company under the                           
    Listing Rules and therefore is subject to approval                        
    by Shareholders at the SGM under Rule 14.49 of the                        
    Listing Rules. To the best of the Directors' knowledge,                   
    information and belief having made all reasonable                         
    enquiries, no Shareholder is required to abstain from                     
    voting for the approval of the Acquisition at the SGM.                    
                                                                              
    An announcement will be made upon signing of the                          
    Formal Sale and Purchase Agreement on the details of                      
    the terms and conditions of the Acquisition, which                        
    are based on the principal terms of the Provisional                       
    Sale and Purchase Agreement.                                              
                                                                              
    (2)     Very substantial disposal                                         
    The Board also announces that on 10 January 2005, Win                     
    Matching, a wholly-owned subsidiary of the Company,                       
    and Sky Beyond entered into the Disposal Agreement,                       
    pursuant to which Win Matching agreed to dispose of                       
    its entire 35% shareholding interest in Starway to                        
    Sky Beyond at a consideration of HK$52,000,000 in cash.                   
    It is estimated that a profit of HK$2,000,000 will                        
    be realized as a result of the Disposal.                                  
                                                                              
    Completion of the Disposal is conditional upon,                           
    amongst others, the passing of an ordinary resolution                     
    by the Shareholders at the SGM for approving the                          
    Disposal. Completion of the Disposal is expected to                       
    take place on the third business day after fulfilment                     
    of the conditions of the Disposal.                                        
                                                                              
    The Disposal constitutes a very substantial disposal                      
    in respect of the Company under the Listing Rules and                     
    therefore is subject to approval by Shareholders at                       
    the SGM under Rule 14.49 of the Listing Rules. At the                     
    SGM, to the best of the Directors' knowledge,                             
    information and belief having made all reasonable                         
    enquiries, no Shareholder is required to abstain from                     
    voting for the approval of the Disposal.                                  
                                                                              
    (3)     General                                                           
    The SGM will be held to consider and, if thought fit,                     
    pass the resolutions to approve the Acquisition and                       
    the Disposal. Circular containing, amongst other                          
    things, further details of the Acquisition and the                        
    Disposal and other disclosures in connection with the                     
    Acquisition and the Disposal required pursuant to the                     
    Listing Rules in respect of very substantial                              
    acquisition and very substantial disposal, and                            
    together with notice of SGM for the purpose of                            
    approving the Acquisition and the Disposal will be                        
    despatched to the Shareholders in accordance with the                     
    Listing Rules, i.e. within 21 days after publication                      
    of this announcement.                                                     
                                                                              
    (4)     Resumption of trading                                             
    Trading in the Shares on the Stock Exchange was                           
    suspended with effect from 9:30 a.m. on 6 January 2005                    
    at the request of the Company pending the