09:47     MEDTECH GROUP<01031>-Announcement & Resumption of Trading-5         

    The issue of the Consideration Shares is subject to                       
    Shareholders' approval at the SGM and if issued will                      
    rank pari passu with the existing ordinary Shares.                        
                                                                              
    The Consideration was determined with reference to                        
    the verbal communication between the Vendors and                          
    Chesterton Petty Limited, an independent valuer, in                       
    respect of the approximate valuation of Hotel Casa                        
    Real as at 31 December 2004 at about HK$1,400,000,000                     
    and after arm's length negotiation between Next                           
    Champion and the Vendors. The price of HK$0.4545 for                      
    the issue of the Consideration Shares was negotiated                      
    in arm's length between Next Champion and the Vendors                     
    and was determined with reference to the recent Share                     
    price performance. Next Champion has commenced its                        
    due diligence work in connection with the                                 
    Acquisition.                                                              
                                                                              
    Conditions                                                                
    Under the Provisional Sale and Purchase Agreement,                        
    the parties shall execute the Formal Sale and Purchase                    
    Agreement, the terms and conditions of which are yet                      
    to be finalized based on the terms of the Provisional                     
    Sale and Purchase Agreement, within 30 days from the                      
    date of signing of the Provisional Sale and Purchase                      
    Agreement. In the event that the Formal Sale and                          
    Purchase Agreement shall not be entered into within                       
    the stipulated period, the Provisional Sale and                           
    Purchase Agreement shall be cancelled and be of no                        
    further effect.                                                           
                                                                              
    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 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.                    
                                                                              
    The Company will, prior to completion of the                              
    Acquisition, obtain a legal opinion which will cover,                     
    inter alia, the validity and/or legality of i) the                        
    acquisition of Hotel Casa Real in which SJM is                            
    operating a casino; and ii) the existing arrangements                     
    for operation of the Casa Real Casino including the                       
    operations of the gaming activities by the SJM under                      
    the agreement entered into between Hang Huo Hotel and                     
    SJM, and the activities carried out by the syndicates,                    
    all being in compliance with the Macau Laws and not                       
    in contravention of the Gambling Ordinance of the Laws                    
    of Hong Kong. Completion of Acquisition is subject                        
    to the obtaining of the said legal opinion confirming                     
    the validity and/or the legality of the foregoing                         
    matters.                                                                  
                                                                              
    Pursuant to the Provisional Sale and Purchase                             
    Agreement, the latest time for completion of the                          
    Acquisition is on the 90th day after the signing of                       
    the Provisional Sale and Purchase Agreement, i.e. 6                       
    April 2005 or any extension therefrom.                                    
                                                                              
    In the event that i) the information provided by                          
    Vendors regarding Hang Huo Holdings, Hang Huo Hotel                       
    and Hotel Casa Real is not true or is misleading; ii)                     
    the Acquisition cannot proceed due to any issue in                        
    connection with the shareholdings of Hang Huo Hotel;                      
    iii) the Formal Sale and Purchase Agreement cannot                        
    be entered into or the Acquisition cannot be completed                    
    due to reason(s) on the part of the