09:47     UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(1)         

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    This announcement is for information purposes only and does not           
    constitute an invitation or offer to acquire, purchase or subscribe for   
    the securities mentioned herein.                                          
                                                                              
    UNIVERSAL HOLDINGS LIMITED                                                
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 419)                                                         
                                                                              
    VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTIONS                   
    RELATING TO PROPOSED ACQUISITION OF ANGLO ALLIANCE                        
    WHICH INVOLVES ISSUE OF NEW SHARES AND CONVERTIBLE NOTE                   
    AND APPLICATION FOR WHITEWASH WAIVER                                      
                                                                              
    On 2 February 2005, Mr. Ko, the Chairman and the controlling shareholder  
    of the Company, Orient Ventures, a company wholly-owned by Mr. Ko, and    
    the Company entered into the Deed with the Vendor pursuant to which       
    Orient Ventures has conditionally agreed to acquire from the Vendor the   
    entire issued share capital of Anglo Alliance for a maximum               
    consideration of HK$550 million (subject to adjustment). On the same      
    date, the Company entered into the UHL SP Agreement with Mr. Ko pursuant  
    to which the Company has conditionally agreed to acquire from Mr. Ko the  
    entire issued share capital of Orient Ventures for a maximum              
    consideration of HK$550 million (subject to adjustment).                  
                                                                              
    Members of the Anglo Alliance Group are engaged in various media-related  
    business in the PRC, including the production of television drama,        
    investment in movie production, advertising agency and advertisement      
    production. The Anglo Alliance Group is also responsible for producing    
    programmes (other than news) for a satellite television channel in        
    Hainan province, the PRC.                                                 
                                                                              
    Upon completion of the UHL SP Agreement, the Company will acquire the     
    entire issued share capital of Orient Ventures and the Company will pay   
    the maximum consideration of HK$550 million by way of (i) issuing         
    3,046,570,871 Consideration Shares (at an issue price HK$0.049 per        
    Share) to Mr. Ko (or his nominee); (ii) the issue of the Convertible      
    Note with an aggregate principal amount of HK$287,318,027 to Mr. Ko; and  
    (iii) the balance of the consideration payable under the Deed of          
    HK$113,400,000 by issuing 2,700,000,000 Consideration Shares (at an       
    issue price of HK$0.042 per Share) to the Vendor. The actual effective    
    consideration (after adjustment) shall be equivalent to the net profit    
    of the Anglo Alliance Group for the 12 months after completion of the     
    Deed times the agreed price-to-earnings ratio of approximately 9.17       
    times, subject to a minimum consideration of HK$367 million and a         
    maximum consideration of HK$550 million. If the actual consideration      
    (after adjustment) is less than the maximum consideration, the Vendor     
    shall repay the difference to Orient Ventures in cash.                    
                                                                              
    The transactions under the UHL SP Agreement constitute a very             
    substantial acquisition and connected transaction for the Company and     
    therefore are subject to approval by Independent Shareholders at the EGM  
    under Rules 14.49 and 14A.18 of the Listing Rules.                        
                                                                              
    As a result of the transactions under the UHL SP Agreement, the           
    shareholding interest of Mr. Ko and his concert parties in the Company    
    will increase from approximately 31.12% of the existing issued share      
    capital of the Company as at the date of this announcement to (i)         
    approximately 45.07% of the enlarged issued share capital of the Company  
    before conversion of the Convertible Note in full; and (ii)               
    approximately 66.71% of the further enlarged issued share capital of the  
    Company after conversion of the Convertible Note in full. Mr. Ko will     
    apply for the Whitewash Waiver. Completion of the transactions            
    contemplated under the UHL SP Agreement is also subject to, among other   
    things, the Whitewash Waiver being granted and approved by the            
    Independent Shareholders in accordance with the Takeovers Code. In the    
    absence of the Whitewash Waiver, the transaction contemplated under the   
    UHL SP Agreement will not proceed.                                        
                                                                              
    As a result of the transactions under the Deed and the UHL SP Agreement,  
    the Vendor will hold approximately 29.93% of the issued share capital of  
    the Company immediately upon completion of the UHL SP Agreement but       
    before conversion of the Convertible Note and will become a substantial   
    shareholder of the Company for the purposes of the Listing Rules.         
                                                                              
    An independent board committee will be established to consider the        
    transactions under the UHL SP Agreement and the Whitewash Waiver and to   
    advise the Independent Shareholders in this regard. Somerley Limited has  
    been appointed to advise the independent board committee and the