09:48     UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(6)         

    Of the total Consideration Shares, the 2,700,000,000 Consideration        
    Shares to be issued to the Vendor represent approximately 82.5% of the    
    existing issued share capital of the Company, approximately 29.9% of the  
    issued share capital of the Company as enlarged by the issue of the       
    Consideration Shares but before conversion of the Convertible Note and    
    approximately 18.1% of the issued share capital of the Company as         
    enlarged by the issue of the Consideration Shares and the conversion of   
    the Convertibles Note in full at the initial conversion price.            
                                                                              
    Of the total Consideration Shares, the 3,046,570,871 Consideration        
    Shares to be issued to Mr. Ko, together with the 5,863,633,211 new        
    Shares which may fall to be issued upon conversion of the Convertible     
    Note at the initial conversion price, represent approximately 272.1% of   
    the existing issued share capital of the Company and approximately 59.9%  
    of the issued share capital of the Company as enlarged by the issue of    
    the Consideration Shares and the conversion of the Convertibles Note in   
    full.                                                                     
                                                                              
    The existing shareholding structure of the Company and that upon          
    completion of the UHL SP Agreement are set out below in the section       
    headed "Shareholding structure of the Company".                           
                                                                              
    The issue price of the Consideration Shares to the Vendor of HK$0.042     
    per Share was determined after arm's length negotiations between the      
    Company and the Vendor with reference to the recent market prices of the  
    Shares and represents a discount of approximately 10.6% to the closing    
    price of the Shares of HK$0.047 each on 17 December 2004 (being the last  
    trading day prior to the issue of this announcement), and a discount of   
    approximately 14.3% to the average closing price of the Shares of         
    HK$0.049 each for the five consecutive trading days on and prior to 17    
    December 2004.                                                            
                                                                              
    The issue price of the Consideration Shares to the Vendor represents a    
    discount to the market price per Share prior to the issue of this         
    announcement and was determined following arm's length negotiations       
    amongst the Vendor, the Company and Mr. Ko. In facilitating the           
    acquisition of the Anglo Alliance Group, Mr. Ko has agreed to subscribe   
    for new Shares at the average closing price of the Shares of HK$0.049     
    per Share for the five consecutive trading days on and prior to 17        
    December 2004, which is a higher price per Share than the issue price of  
    the Consideration Share to be issued to the Vendor. Mr. Ko felt that it   
    would be more appropriate and fair for him, as a connected person, to     
    subscribe for Shares at the market price rather than at a discount even   
    though the issue of Shares to an independent third party had agreed to    
    be made at a discount. The issue price of the Consideration Shares to     
    Mr. Ko of HK$0.049 per Share and conversion price of the Convertible      
    Note of HK$0.049 per Share was determined after arm's length              
    negotiations between the Company and Mr. Ko with reference to the recent  
    market prices of the Shares and represents a premium of approximately     
    4.3% over the closing price of the Shares of HK$0.047 each on 17          
    December 2004 (being the last trading day prior to the issue of this      
    announcement), and is equivalent to the average closing price of the      
    Shares of HK$0.049 each for the five consecutive trading days on and      
    prior to 17 December 2004.                                                
                                                                              
    The Directors, excluding the independent non-executive Directors who      
    will opine on the transactions after taking into account the advice to    
    be received from an independent financial adviser, are of the view that   
    the terms of the UHL SP Agreement are fair and reasonable and in the      
    interests of the Company and its shareholders as a whole.                 
                                                                              
    Conditions precedent for completion of the UHL SP Agreement               
                                                                              
    Completion of the UHL SP Agreement is subject to the satisfaction of the  
    following conditions precedent:                                           
                                                                              
    1.        the passing of a resolution by the Shareholders approving the   
    increase in authorised share capital of the Company to an amount          
    sufficient for the issue and allotment of the Consideration Shares and    
    new Shares which may fall to be issued upon conversion of the             
    Convertible Note;                                                         
                                                                              
    2.        the passing of a resolution by the Independent Shareholders     
    pursuant to the requirements of the Listing Rules approving the           
    transactions contemplated under the UHL SP Agreement in particular, the   
    purchase of Orient Ventures, the issue of the Consideration Shares and    
    the Convertible Note and the exercise of the Option;                      
                                                                              
    3.        the Stock Exchange granting its approval for the listing of,    
    and permission to deal in, the Consideration Shares and the new Shares    
    which would fall to be issued upon conversion of the Convertible Note;    
                                                                              
    4.        the warranties given by Mr. Ko remaining true and accurate and  
    not misleading;