10:28     UPBEST GROUP<00335> - Announcement (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 21 January 2005, the Group entered into a                              
    restructuring agreement with GFIH, GFE and Chun Po in                     
    relation to the acquisition of Gold-Face Finance                          
    Limited for a consideration of HK$33 million.                             
                                                                              
    As at the date of this announcement, to the best of                       
    the Board's knowledge, information and belief having                      
    made all reasonable enquiry, each of GFIH, GFE and Chun                   
    Po and their ultimate beneficial owner are an                             
    independent third party not connected with the                            
    directors, chief executive or substantial                                 
    shareholders of the Company or its subsidiaries or an                     
    associate (as defined in the Listing Rules) of any of                     
    them.                                                                     
                                                                              
    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.                                       
                                                                              
    THE ACQUISITION                                                           
                                                                              
    The Board hereby announces that Upbest Finance, a                         
    wholly owned subsidiary of the Company, has entered                       
    into a restructuring agreement dated 21 January 2005                      
    (the "Agreement") to acquire the entire share capital                     
    of Gold-Face Finance Limited.                                             
                                                                              
    Date:                                                                     
    21 January 2005                                                           
                                                                              
    Parties:                                                                  
    Upbest Finance, a wholly owned subsidiary of the                          
    Company as purchaser ("Purchaser")                                        
                                                                              
    GFIH, GFE and Chun Po together as the vendors                             
    ("Vendor")                                                                
                                                                              
    Each of GFIH, GFE and Chun Po are investment holding                      
    companies and are the wholly owned subsidiaries of                        
    Gold-Face Holdings Limited (stock code: 396)                              
    ("Gold-Face Holdings").                                                   
                                                                              
    Subject matter of the Agreement:                                          
                                                                              
    Gold-Face Finance Limited is a wholly owned subsidiary                    
    of Gold-Face Holdings. GFF is principally engaged in                      
    the provision of personal loans and second mortgage                       
    loans. The core assets of the company comprise the                        
    loans receivable and cash.                                                
                                                                              
    GFF has been operating at a loss since 1999. According                    
    to the latest audited financial statements for the                        
    year ended 31 March 2003, GFF recorded a loss of                          
    approximately HK$202 million (31 March 2002: loss of                      
    approximately HK$7.6 million). As at 31 March 2003,                       
    the net liabilities of GFF were approximately HK$220                      
    million (31 March 2002: net liabilities of                                
    approximately HK$18 million).