09:42     MIDLAND REALTY<01200>-Announcement&Resumption of Trading (2)        

    executive, substantial shareholder of Midland, or its                     
    subsidiaries and their respective associates, or                          
    their connected persons.                                                  
                                                                              
    To the best of the EVI Directors' knowledge,                              
    information and belief, and after having made all                         
    reasonable enquiry, each of the Subscriber and                            
    Midland is an independent third party to EVI, is not                      
    a connected person of EVI and is not connected to the                     
    directors, chief executive, substantial and                               
    management shareholder of EVI, or its subsidiaries                        
    and their respective associates, or their connected                       
    persons.                                                                  
                                                                              
    1.3     The issue price of the EVI Shares                                 
    The new EVI Shares will be issued at a price of HK$0.025                  
    per EVI Share, which represents:                                          
                                                                              
    a)      a discount of approximately 58.33% to the closing                 
    price of HK$0.06 per EVI Share on 24 January 2005,                        
    the last trading day prior to suspension of trading                       
    in the EVI Shares on 25 January 2005 pending the issue                    
    of this announcement;                                                     
                                                                              
    b)      a discount of approximately 53.70% to the average                 
    closing price of HK$0.054 per EVI Share, as quoted                        
    on the Stock Exchange for the last 5 trading days up                      
    to and including 24 January 2005; and                                     
                                                                              
    c)      a premium of approximately 431.91% to the audited                 
    net tangible asset value per EVI Share of                                 
    approximately HK$0.0047.                                                  
                                                                              
    1.4     Conditions precedent of the Subscription                          
    Agreement                                                                 
    Completion of the Subscription Agreement is                               
    conditional upon, inter alia:                                             
                                                                              
    a)      the Listing Committee of GEM granting the listing                 
    of, and permission to deal in, the 4,300,000,000 new                      
    EVI Shares;                                                               
                                                                              
    b)      the Executive granting the Whitewash Waiver to                    
    Midland and parties acting in concert with it from                        
    their obligations, as a result of the Subscription,                       
    to make a general offer for all of the issued shares                      
    other than those already owned or agreed to be                            
    subscribed by them under Note 1 on dispensations from                     
    Rule 26 of the Takeovers Code; and                                        
                                                                              
    c)      the EVI Independent Shareholders approving (i) the                
    issue and allotment of the 4,300,000,000 new EVI                          
    Shares contemplated under the Subscription Agreement;                     
    and (ii) the grant of the Whitewash Waiver at the                         
    Extraordinary General Meeting.                                            
                                                                              
    The above are only the major conditions of the                            
    Subscription Agreement. For more details, please                          
    refer to paragraph "2. The Subscription Agreement"                        
    below. The Subscriber may at its absolute discretion                      
    waive all or any of the conditions set out in the                         
    Subscription Agreement (other than conditions a), b)                      
    and c) mentioned above) at any time by notice in                          
    writing to EVI.                                                           
                                                                              
    In the event that the conditions of the Subscription                      
    Agreement are not fulfilled or are waived by 5:00 p.m.                    
    on the day falling three (3) calendar months from the                     
    date of the Subscription Agreement or such later date                     
    as may be agreed by the parties to the Subscription                       
    Agreement in writing, the Subscriber or EVI will be                       
    entitled by written notice to rescind and terminate                       
    the Subscription Agreement.                                               
                                                                              
    1.5     Application for listing