09:53     ASIA COMM HOLD<00104> - Announcement (2)                            

    rental income, the tenants of which are all third parties                 
    independent of the Company and its connected persons.                     
    Approximately 9,600 square metres of the Subject Properties are           
    occupied by the Group as offices, staff quarters, staff canteen           
    and power generator. The Group's presence in the Subject                  
    Properties is for a limited scale of administrative operations            
    in the southern region of the PRC. Pursuant to a lease agreement          
    dated 13th January, 2005 entered into between the Vendor and              
    the Purchaser, the Vendor leases from the Purchaser the area              
    currently occupied by the Group in the Subject Properties on              
    normal commercial terms at a monthly rental of approximately              
    RMB23,000 (or approximately HK$21,700) for two years from the             
    date of entering into such agreement so that the existing                 
    operations of the Group therein are not affected as a result              
    of the Disposal.                                                          
                                                                              
    The following is the financial information attributable to the            
    Property Interests for the two financial years ended 31st March,          
    2003 and 2004 and the six months ended 30th September, 2004               
    extracted from the relevant audited accounts and unaudited                
    management accounts of the Vendor:                                        
                                                                              
            For the                                                           
    For the year ended      six months ended                                  
    31st March,     30th September,                                           
    2003            2004            2004                                      
    HK$'000         HK$'000         HK$'000                                   
                                                                              
    Revenue 3,415           3,346           1,507                             
                                                                              
                                                                              
    Net profit/(loss) (before and after taxation)   613       992    (9,532  )
                                                                              
                                                                              
    As set out in the interim report of the Company for the six months        
    ended 30th September, 2004, an other expense of RMB6,374,200              
    (or approximately HK$6.0 million) was recorded in relation to             
    the Claim against the Vendor demanded by the PRC JV Partner.              
    The Claim relates to certain management fees in previous years            
    for the Property Interests. The Group does not admit the validity         
    of the Claim because the Directors have a different view from             
    the PRC JV Partner to calculating such management fees. Pursuant          
    to the Agreement, the Purchaser shall assume the Claim. Save              
    for the Claim and the provision for impairment loss for the               
    Subject Properties of approximately HK$3.7 million recorded for           
    the six months ended 30th September, 2004, no other extraordinary         
    items were recorded for each of the two financial years ended             
    31st March, 2003 and 2004 and the six months ended 30th September,        
    2004.                                                                     
                                                                              
    Consideration                                                             
                                                                              
    The consideration for the Disposal, being RMB19.9 million (or             
    approximately HK$18.8 million), was paid by the Purchaser in              
    cash upon signing of the Agreement and the Disposal was completed         
    thereupon.                                                                
                                                                              
    According to the 2004 interim report of the Company, the                  
    unaudited net book value of the Property Interests as at 30th             
    September, 2004 was approximately HK$21.7 million, representing           
    approximately 7.5% of the total assets of the Group as at the             
    same date. Such value was determined with reference to the                
    valuation performed by an independent firm of professional                
    valuers on an open market basis as at 30th September, 2004.               
                                                                              
    The consideration for the Disposal was determined after arm's             
    length negotiations and having taken into account the aforesaid           
    book value of the Property Interests and the Claim.