09:54 UPBEST GROUP<00335> - Announcement & Resumption (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the content of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims and liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. UPBEST GROUP LIMITED (Incorporated in Cayman Islands with limited liability) (Stock code: 335) DISCLOSEABLE TRANSACTION Financial Advisor to Upbest Group Limited Upbest Securities Company Limited On 25 January 2005, the Group entered into Agreement with Ms. Lam In Heng relating to the acquisition of Property located in Macau for a consideration of HK$127.5 million payable in cash. Ms. Lam In Heng is not a connected person of the Company as defined in the Listing Rules. The Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. A circular in connection with the Acquisition will be dispatched to the shareholders of the Company as soon as practicable. At the request of the Company, the shares of the Company have been suspended from trading on the Stock Exchange at 9:30am on 26 January 2005 pending the release of this announcement. Application has been made for resumption of trading in the shares of the Company on the Stock Exchange from 9:30 a.m. on 28 January 2005. (1) THE ACQUISITION The Board hereby announces that Mei Wo Real Estate Company Limited, a wholly owned subsidiary of the Company, have entered into a sales and purchase agreement with Ms. Lam In Heng, dated 25 January 2005 (the "Agreement") to acquire 51 various carparking spaces and the whole of the ground floor and 1st floor of Chino Plaza, located in Baia Sul Do Bairro Fai Chi Kei, Lote PS2, Macau (the "Acquisition"). Agreement Date: 25 January 2005 Parties: Ms. Lam In Heng as the vendor (the "Vendor"). Ms. Lam In Heng is not a connected person of the Company as defined in the Listing Rules. To the best of the Company's knowledge, Ms Lam In Heng does not have any connection with any of the vendors of the two properties in Macau which the Group acquired on 3 January 2005. Mei Wo Real Estate Company Limited, a wholly owned subsidiary of the Company, incorporated in Macau on 25 January 2005 with limited liability, as the purchaser (the "Purchaser"). Subject matter of the sale and purchase: 51 various carparking spaces and the whole of the ground floor and 1st floor of Chino Plaza, located in Baia Sul Do Bairro Fai Chi Kei, Lote PS2, Macau (the "Property"). Consideration and payment: The consideration payable by the Purchaser to the Vendor under the Agreement is HK$127,500,000. The consideration payable by Purchaser was determined and agreed between Purchaser and Vendor on normal commercial terms after arm's length negotiations and represents a discount of approximately 25% to the estimated market value of Property of HK$170 million which appraised by the Valuer, an independent professional valuer retained for preparing the valuation, as at 25 January 2005. The Board considers that the terms of Agreement are fair and reasonable to the Shareholders as a whole, are on normal commercial terms and are beneficial to and in the best interests of the Group and the Shareholders.