09:48     UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(4)         

    their existing operations and businesses; (iv) whether the relevant PRC   
    members of the Anglo Alliance Group have valid and proper title to their  
    owned and leased properties; (v) whether the PRC members of the Anglo     
    Alliance Group have complied with all applicable laws, rules and          
    regulations of the PRC; and (vi) the transactions contemplated under the  
    Deed do not infringe any laws, rules and regulations of the PRC or        
    result in any approvals or licences granted to any member of the Anglo    
    Alliance Group becoming void or voidable;                                 
                                                                              
    5.        Orient Ventures and the Company being satisfied with the        
    results of the due diligence in respect of the Anglo Alliance Group       
    which shall include, among other things, due diligence on the financial   
    conditions of the Anglo Alliance Group and the ownership titles of each   
    member of the Anglo Alliance Group;                                       
                                                                              
    6.        the Vendor having complied with his obligations under the       
    Deed;                                                                     
                                                                              
    7.        all necessary consents being granted by third parties           
    (including governmental or official authorities) and there being no       
    statute, regulation or decision which would prohibit, restrict or         
    materially delay the sale and purchase of the entire issued share         
    capital of Anglo Alliance and the assignment of the loan of               
    approximately HK$100,000,000 being the entire sum due from Anglo          
    Alliance to the Vendor on completion of the Deed;                         
                                                                              
    8.        completion of the Reorganisation to the reasonable              
    satisfaction of Orient Ventures; and                                      
                                                                              
    9.        the amount due from Hao Ge to the Vendor outstanding as at the  
    date of the Deed of not less than RMB 70 million being assigned by the    
    Vendor to Anglo Alliance or being capitalised into equity of Hao Ge and   
    a PRC lawyer confirming the legality and validity of such assignment or   
    capitalisation (please refer to the section headed "Information on the    
    Anglo Alliance Group" for details of the amount due from Hao Ge to the    
    Vendor).                                                                  
                                                                              
    Completion of the Deed shall take place on the second business day (or    
    such later date as the Vendor and Orient Ventures may agree in writing)   
    after all the conditions precedent to the Deed have been satisfied or     
    waived (as the case may be). If any of the conditions precedent have not  
    be satisfied or waived on or before 30 April 2005 (or such later date as  
    the Vendor and Orient Ventures may agree in writing), the Deed shall      
    lapse and the deposit shall be repaid to Orient Ventures.                 
                                                                              
    Adjustment to the consideration                                           
                                                                              
    Under the Deed, the consideration in respect of the acquisition of the    
    Anglo Alliance Group will be adjusted if the audited net profit of the    
    Anglo Alliance Group for the 12-month period commencing from the          
    completion date of the Deed is less than HK$60 million (being the Target  
    Profit), by way of the Vendor paying Orient Ventures an amount equal to   
    the following in cash:                                                    
                                                                              
            Y        x        Total consideration payable under Deed          
                                                                              
                            Target Profit                                     
                                                                              
    Y =        the lesser of (i) the Target Profit minus the audited net      
    profit of the Anglo Alliance Group for the 12-month period commencing     
    from the completion date of the Deed or (ii) HK$20,000,000 (all figures   
    denominated in RMB shall for these purposes be converted into HK$ based   
    on an exchange rate of RMB1.06=HK$1)                                      
                                                                              
    The maximum adjustment to the consideration is approximately HK$183.4     
    million.                                                                  
                                                                              
    As security for the payment which may be due from the Vendor pursuant to  
    such adjustment mechanism, the Vendor has agreed to create a charge over  
    HK$183 million of the promissory notes to be issued by Mr. Ko to the      
    Vendor under the Deed in favour of Orient Ventures upon completion of     
    the UHL SP Agreement.                                                     
                                                                              
    The consideration adjustment arrangement (including the amount of Target  
    Profit) was determined after arm's length negotiations among the          
    Company, Mr. Ko and the Vendor in order to protect the interests of the   
    Company by adjusting to an extent the consideration based upon the        
    actual profits to be achieved by the Anglo Alliance Group.                
                                                                              
    The Target Profit is regarded as a profit forecast for the purposes of    
    the Takeovers Code and the Listing Rules therefore has to be reported on  
    by the financial adviser and consultant accountants of the Company in     
    accordance with Rule 10 of the Takeovers Code and Rule 14.62 of the       
    Listing Rules. As the Target Profit was not determined based on any       
    profit projections of the Anglo Alliance Group, it will take time for