09:46     MEDTECH GROUP<01031>-Announcement & Resumption of Trading-1         

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    responsibility for the contents of this announcement,                     
    makes no representation as to its accuracy or                             
    completeness and expressly disclaims any liability                        
    whatsoever for any loss howsoever arising from or in                      
    reliance upon the whole or any part of the contents                       
    of this announcement.                                                     
                                                                              
    This announcement is for information purposes only                        
    and does not constitute an invitation or offer to                         
    acquire, purchase or subscribe for any securities.                        
                                                                              
    MEDTECH GROUP COMPANY LIMITED                                             
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 1031)                                                        
                                                                              
    (1) VERY SUBSTANTIAL ACQUISITION -                                        
    PROPOSED ACQUISITION OF THE ENTIRE INTEREST IN                            
    HANG HUO HOTEL COMPANY LIMITED;                                           
    (2) VERY SUBSTANTIAL DISPOSAL -                                           
    PROPOSED DISPOSAL OF INTEREST IN AN ASSOCIATED                            
    COMPANY;                                                                  
    AND                                                                       
    (3) RESUMPTION OF TRADING                                                 
                                                                              
    Financial adviser to Medtech Group Company Limited                        
                                                                              
    Kingston Corporate Finance Limited                                        
                                                                              
    (1)     Very substantial acquisition                                      
    The Board is pleased to announce that on 6 January                        
    2005, Next Champion, a wholly-owned subsidiary of the                     
    Company, and the Vendors entered into the Provisional                     
    Sale and Purchase Agreement, pursuant to which Next                       
    Champion agreed to acquire i) the entire shareholding                     
    interest in Hang Huo Holdings (which holds 99%                            
    shareholding interest in Hang Huo Hotel), as to 20%                       
    equally from each of Vendor A, Vendor B, Vendor C,                        
    Vendor D and Vendor E; and ii) 1% shareholding                            
    interest in Hang Huo Hotel from Vendor D at a total                       
    consideration of HK$1.25 billion. Upon completion of                      
    the Acquisition, Next Champion will be beneficially                       
    interested in the entire interest of Hang Huo Hotel                       
    whose principal asset is Hotel Casa Real.                                 
                                                                              
    The Consideration shall be satisfied by (i) as to                         
    HK$750 million in cash to the Vendors, (a) HK$50                          
    million of which has been paid by Next Champion as                        
    the first instalment deposit to the Vendors within                        
    three business days after the signing of the                              
    Provisional Sale and Purchase Agreement; (b) HK$75                        
    million of which will be paid by Next Champion as the                     
    second instalment deposit to the Vendors within three                     
    business days after the two-week due diligence work                       
    completed by Next Champion where such due diligence                       
    work will commence upon receipt of information from                       
    the Vendors within 5 days after the signing of the                        
    Provisional Sale and Purchase Agreement; and (c) the                      
    remaining balance of which will be paid by Next                           
    Champion to the Vendors upon completion of the                            
    Acquisition; and (ii) as to the remaining balance of                      
    HK$500 million by issue of not more than 1,100,000,000                    
    new Shares to the Vendors (in their capacities as the                     
    shareholders of the Hang Huo Holdings) (i.e.                              
    equivalent to HK$0.4545 per Consideration Share).                         
                                                                              
    Under the Listing Rules, the Acquisition constitutes                      
    a very substantial acquisition in respect of the                          
    Company, and the Acquisition and the issue of the                         
    Consideration Shares are subject to approval by                           
    Shareholders at the SGM. The Company will, in                             
    compliance with the Listing Rules, convene