09:51     MEDTECH GROUP<01031>-Announcement & Resumption of Trading-14        

    "associate"     has the meaning ascribed to it in the                     
    Listing Rules                                                             
                                                                              
    "Board" board of the Directors                                            
                                                                              
    "Casa Real Casino"      casino in Hotel Casa Real being                   
    operated by SJM                                                           
                                                                              
    "Company"       Medtech Group Company Limited, a company                  
    incorporated in Bermuda with limited liability with                       
    its issued Shares listed on the Stock Exchange                            
                                                                              
    "Consideration Shares"  not more than 1,100,000,000                       
    new Shares to be issued by the Company as part of the                     
    Consideration for the Acquisition                                         
                                                                              
    "Consideration" consideration for the Acquisition,                        
    being in total of HK$1,250,000,000                                        
                                                                              
    "Directors"     directors of the Company                                  
                                                                              
    "Disposal"      disposal of 35% shareholding interest in                  
    Starway by Win Matching pursuant to the Disposal                          
    Agreement                                                                 
                                                                              
    "Disposal Agreement"    agreement dated 10 January                        
    2005, pursuant to which Win Matching agreed to dispose                    
    of 35% shareholding interest in Starway to Sky Beyond                     
                                                                              
    "Formal Sale and Purchase Agreement"    the formal                        
    sale and purchase agreement to be entered into by Next                    
    Champion and the Vendors pursuant to the terms and                        
    conditions of the Provisional Sale and Purchase                           
    Agreement for the Acquisition                                             
                                                                              
    "Group" the Company and its subsidiaries                                  
                                                                              
    "Hang Huo Holdings"     Hang Huo Hotel Holdings Limited,                  
    a company incorporated in the British Virgin Islands                      
    with limited liability holding 99% shareholding                           
    interest in Hang Huo Hotel                                                
                                                                              
    "Hang Huo Hotel"        Hang Huo Hotel Company Limited, a                 
    company incorporated in Macau with limited liability                      
    holding the entire interest in Hotel Casa Real                            
                                                                              
    "Hong Kong"     the Hong Kong Special Administrative                      
    Region of the PRC                                                         
                                                                              
    "Listing Rules" the Rules Governing the Listing of                        
    Securities on the Stock Exchange                                          
                                                                              
    "Macau" the Macau Special Administrative Region of                        
    the PRC                                                                   
                                                                              
    "Mr. Lee"       Mr. Lee Wai Man                                           
                                                                              
    "Mrs. Chu"      Mrs. Chu Yuet Wah                                         
                                                                              
    "Next Champion" Next Champion Limited, a wholly                           
    owned subsidiary of the Company                                           
                                                                              
    "PRC"   the People's Republic of China                                    
                                                                              
    "Provisional Sale and Purchase Agreement"       the                       
    provisional sale and purchase agreement dated 6                           
    January 2005, pursuant to which Next Champion has                         
    agreed to acquire from the Vendors 100% shareholding                      
    interest in Hang Huo Holdings and 1% shareholding                         
    interest in Hang Huo Hotel for the Consideration