09:49     UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(9)         

    are too few Shares in public hands to maintain an orderly market, then    
    it will consider exercising its discretion to suspend trading in the      
    Shares.                                                                   
                                                                              
    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.         
                                                                              
    INFORMATION ON THE GROUP                                                  
                                                                              
    The Group is principally engaged in the retail and distribution of home   
    audio and video equipment, and IP telephony and related services. As of   
    30 June 2004 the unaudited net asset value of the Group was               
    approximately HK$63.5 million. The audited net losses of the Group for    
    each of the two years ended 31 December 2003 and the unaudited net        
    losses of the Group for the six months ended 30 June 2004 were as         
    follows:                                                                  
                                                                              
            Six months         Financial year ended                           
            ended        31 December                                          
            30 June 2004                2003                2002              
            HK$ million                HK$ million                HK$ million 
                                                                              
    Loss before taxation and extraordinary items        (0.3        )         
    (69.9        )        (171.4        )                                     
                                                                              
    Loss after taxation and extraordinary items        (0.3        )          
    (70.0        )        (171.4        )                                     
                                                                              
    Loss after taxation, extraordinary items                                  
      and minority interests        (0.3        )        (70.0        )       
    (95.1        )                                                            
                                                                              
    The Group did not record any extraordinary items for each of the two      
    years ended 31 December 2003 and the six months ended 30 June 2004.       
                                                                              
    INFORMATION ON THE ANGLO ALLIANCE GROUP                                   
                                                                              
    Anglo Alliance is an investment holding company. Members of the Anglo     
    Alliance Group are engaged in various media related businesses in the     
    PRC, including 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.     
                                                                              
    Businesses carried out by the Anglo Alliance Group upon completion of     
    the Reorganisation                                                        
                                                                              
    As a condition precedent to the completion of the Deed, the               
    Reorganisation has to be completed. Pursuant to the Reorganisation, (a)   
    certain assets held by the Anglo Alliance Group as at the date of this    
    announcement, including certain investments held by the Media Company     
    which are restricted from foreign investment, will be disposed of and     
    the remaining investment held by Anglo Alliance upon completion of the    
    Reorganisation will be those set out in the table below; (b) Hao Ge will  
    be reorganised as a sino foreign joint venture whereby Anglo Alliance     
    will own at least 80% (but not more than 98%) of the registered capital   
    of Hao Ge subject to the approval of the relevant PRC authority; and (c)  
    Hao Ge will in turn own 50% of the registered capital in the Media        
    Company. After completion of the Reorganisation, the principal assets of  
    Anglo Alliance will be its investments in Hao Ge and Hao Ge's sole asset  
    will be its 50% equity interest in the Media Company. The direct and      
    indirect investments which will be held by Anglo Alliance upon            
    completion of the Reorganisation are as follows:                          
                                                                              
            Direct         Indirect                                           
    Name        interest        interest        Principal activities          
    Remaining shareholder(s)                                                  
                                                                              
    Hao Ge (Note)        80% to         N/A        Investment holding         
    2% to 20% to be held by                                                   
              98%                          Beijing Hua Yi Union               
                                                                              
    Media Company        N/A        50% (held by         Investment in movie  
            50% held by "*"                                                   
                      Hao Ge)          production, advertisement              
    (Poly Culture &                                                           
                              production and artiste            Arts Co.,     
    Ltd.)                                                                     
                              training services                               
                                                                              
    "*"        N/A        49% (held by         Production and editing of