09:46     QUALITY HEALTH<00593> - Announcement & Resumption (3)               

    to the extent that the aggregate number of Shares repurchased             
    pursuant to the Offer will not thereby exceed the Maximum Number;         
                                                                              
    (e)     acceptances duly received will become irrevocable and cannot      
    be withdrawn after the Offer has been declared unconditional;             
                                                                              
    (f)     Shares will be repurchased in cash, free of commissions,          
    levies and dealing charges, save that the amount of stamp duty            
    due on Shares repurchased attributable to the seller will be              
    deducted from the amount payable to the Accepting Shareholders            
    and will be paid by the Company; and                                      
                                                                              
    (g)     Shares repurchased will be treated as cancelled and will not      
    rank for purpose of any dividends declared pursuant to any record         
    date set subsequent to the date of their cancellation.                    
                                                                              
    Under the Repurchase Code, the Offer will need to be approved             
    by the Independent Shareholders in general meeting by a majority          
    of votes by way of poll and will also be subject to other terms           
    and conditions as referred to in the section entitled "Conditions         
    of the Offer" below.                                                      
                                                                              
    THE OFFER PRICE                                                           
                                                                              
    The Offer Price of HK$2.00 per Share values the entire issued             
    share capital of the Company as at the date of this announcement          
    at approximately HK$433.35 million.                                       
                                                                              
    The Offer Price represents a premium of approximately 15.61%              
    to the closing price of the Shares of HK$1.73 each, as quoted             
    on the Stock Exchange's daily quotation lists on 14th January             
    2005, being the last trading date prior to the suspension of              
    trading in the Shares on 17th January 2005 and a premium of               
    approximately 19.05% over the average closing price of HK$1.68,           
    being the average closing price of the Shares as quoted on the            
    Stock Exchange's daily quotation lists for the last 30 trading            
    days preceding and including 14th January 2005. The Offer Price           
    also represents a premium of approximately 258.42% to the Group's         
    net asset value per Share of HK$0.558 pursuant to the latest              
    unaudited consolidated accounts of the Company as at 30th June            
    2004.                                                                     
                                                                              
    At the Offer Price, the Offer will result in the Company paying           
    approximately HK$43.33 million to the Accepting Shareholders              
    if accepted in full. The Directors are of the opinion that, in            
    the event the maximum amount of consideration under the Offer             
    is payable in full, the Group will still maintain sufficient              
    working capital upon completion of the Offer for the purpose              
    of its normal operating requirements.                                     
                                                                              
    ASSURED ENTITLEMENT AND EXCESS TENDERS                                    
                                                                              
    The Maximum Number of Shares to be repurchased pursuant to the            
    Offer is approximately 21,667,288 Shares, representing                    
    approximately 10% of the entire issued share capital of                   
    216,672,884 Shares of the Company as at the date hereof.                  
                                                                              
    Since Wah Cheong has irrevocably undertaken to the Company that           
    it will not accept the Offer at the Offer Price in respect of             
    any of its holdings in the Shares, the Maximum Number also                
    represents approximately 14.23% of 152,299,290 Shares (which              
    represent the entire issued share capital of the Company                  
    excluding the Shares held by Wah Cheong as at the date hereof).           
    In other words, the Assured Entitlement of the Qualifying                 
    Shareholders (other than Wah Cheong) will be enhanced on a                
    pro-rata basis by the number of Shares in respect of which Wah            
    Cheong has undertaken not to accept under the Offer.