09:47 UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(2) Independent Shareholders in this regard. The Company will despatch to the Shareholders a circular containing further details of the Deed, the UHL SP Agreement, the Whitewash Waiver, the recommendation from the independent board committee to the Independent Shareholders, the recommendation from the independent financial adviser to the independent board committee of the Company, the accountants' reports on Orient Ventures, Anglo Alliance, Hao Ge, the Media Company and JiCheng, reports from the financial adviser and the consultant accountants on the Target Profit in accordance with Rule 10 of the Takeovers Code and Rule 14.62 of the Listing Rules and a notice convening the EGM on or before 31 March 2005. Shareholders should note that the Deed and the UHL SP Agreement, each of which is subject to a number of conditions precedent, may or may not be completed. Shareholders are reminded to exercise caution when dealing in the securities of the Company. Trading in the Shares was suspended from 9:30 a.m. on 20 December 2004 at the request of the Company pending the issue of this announcement and an application has been made to the Stock Exchange for the resumption of trading of the Shares from 9:30 a.m. on 3 February 2005. THE DEED Date 2 February 2005 Parties Vendor : Mr. Dong Ping, an individual who is independent of the Company and its connected persons (as defined under the Listing Rules) and is not a concert party of Mr. Ko for the purposes of the Takeovers Code Purchaser : Orient Ventures, a company wholly-owned by Mr. Ko Guarantor : Mr. Ko, the Chairman of the board of directors of the Company and the ultimate controlling shareholder of the Company, who has agreed to guarantee the performance by Orient Ventures of its obligations under the Deed The Company is a party to the Deed in order that it may enjoy the benefit of certain provisions in the Deed including being afforded the right to gain access to the books and records of the Anglo Alliance Group in order that the Company may carry out due diligence on the Anglo Alliance Group and to satisfy itself as to the results of such due diligence. Assets to be acquired by Orient Ventures Orient Ventures has conditionally agreed to purchase from the Vendor and the Vendor has conditionally agreed to sell to Orient Ventures the entire issued share capital of Anglo Alliance held by the Vendor. The loan due from Anglo Alliance to the Vendor outstanding as at the completion date of the Deed will also be assigned by the Vendor to Orient Ventures. The Vendor has confirmed that currently save for certain accrued administrative expenses, Anglo Alliance does not have other liabilities. It has been agreed that the Vendor will make an advance of HK$100 million to Anglo Alliance prior to the completion of the Deed as operational funding. The Company understands from the Vendor that he currently intends to finance the HK$100 million by part of the consideration money to be received by him under the Deed. Anglo Alliance is an investment holding company. As advised by the PRC legal advisers to the Vendor, the Company, as a foreign investor, is restricted from holding a 100% interest in Hao Ge under the present PRC law. Upon completion of the Deed, Anglo Alliance will own an equity interest in Hao Ge of up to 98% but not less than 80%. The actual percentage of the equity interest will be subject to any restriction under the applicable PRC law and the necessary approval having been obtained from the relevant authorities in the PRC. The Company will issue an announcement setting out the actual percentage interest in Hao Ge held by Anglo Alliance after completion of the UHL SP Agreement. The remaining equity interest in Hao Ge will be held by Beijing Hua Yi Union, being an entity owned as to 50% by the Vendor and 50% by Mr. Liu Xiao Lin, an independent third party who is not a connected person of the Company and is not a concert party of Mr. Ko as at the date of this announcement. The articles of association to be adopted by Hao Ge (upon it being reorganised into a sino-foreign joint venture of Anglo Alliance and Beijing Hua Yi Union upon completion of the Reorganisation) will state that the rights and obligations of each of Anglo Alliance and