09:50 UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(12) The Vendor has undertaken to use his best endeavours to obtain the necessary approvals and to give effect to the above investment proposals. In the event that the requisite consents from the regulatory authorities are not obtained, the Vendor has agreed to use his best endeavours to explore other business opportunities with Orient Ventures in the areas of business contemplated under the above investment proposals. Should any of the necessary approvals prove ultimately not to be obtainable in respect of the investment proposal under the Investment Agreement, the Company would issue an announcement at the relevant time. Should there arise any new business opportunities which may be undertaken by the enlarged Group, the Company will comply with the relevant requirements under the Listing Rules and (if applicable) the Takeovers Code if and when necessary, including any announcement requirements. Whilst the necessary approvals for the investment proposals under the Investment Agreement and the letter of intent may or may not be obtained and such investment proposals may or may not proceed, completion of the transactions under the Deed and the UHL SP Agreement is not subject to the obtaining of the necessary approvals for the said investment proposals or the completion of the investment proposals. Accordingly, the timing of the grant of the necessary approvals for the said investment proposals should not affect the timetable of the transactions under the Deed and the UHL SP Agreement. Structure of the Anglo Alliance Group The diagram below shows the structure of the Anglo Alliance Group after the Reorganisation and immediately before completion of the Deed. -------- Investments to be made which are subject to PRC regulatory approvals and/or formal agreement to be entered into and therefore may or may not be completed. Note 1: Terms of the proposed establishment of the Mobile Phone TV JV are yet to be determined. Financial information on the Anglo Alliance Group Most of the members of the Anglo Alliance Group (including but not limited to Anglo Alliance and Hao Ge) and JiCheng do not have audited financial statements. Disclosing the unaudited profits of the Anglo Alliance Group and JiCheng for the past two years (or for the period commencing from the date of establishment should the relevant entity have been established less than two years ago) would be regarded as profit forecast for the purposes of the Takeovers Code. According to Rule 10 of the Takeovers Code, any profit forecast has to be reported on by the financial adviser and the reporting accountants. The reporting accountants engaged by the Company are currently carrying out the audit work on the financial statements of the Anglo Alliance Group and JiCheng with a view to preparing accountants' reports on (1) Orient Ventures which will be the holding company of the Anglo Alliance Group; (2) Anglo Alliance; (3) Hao Ge; (4) the Media Company; and (5) JiCheng. At present, the reporting accountants are not in a position to give any report on the unaudited profit figures in respect of the Anglo Alliance Group and JiCheng for the past two financial years (or for the period commencing from the date of establishment should the relevant entity have been established less than two years ago). The Directors consider that disclosing such unverified financial information on the Anglo Alliance Group and JiCheng may not be meaningful and may even be potentially misleading to the Shareholders and the market generally. Accordingly, the Directors have decided not to disclose such unaudited information in this announcement. Accountants' reports setting out the audited financial statements of Orient Ventures which will be the holding company of the Anglo Alliance Group, Anglo Alliance, Hao Ge, the Media Company and JiCheng will be included in the circular to be issued by the Company in respect of the acquisition of the Anglo Alliance Group. REASONS FOR AND BENEFITS OF THE TRANSACTION The Company originally proposed to acquire the Anglo Alliance Group directly from the Vendor and negotiated with the Vendor with this aim. However, the Vendor stated that he was not prepared to agree to sell the Anglo Alliance Group on the basis that such sale would be subject to the uncertainty of Shareholders' approval. In order to overcome this impasse, Mr. Ko, through his wholly-owned company -Orient Ventures, entered into the Deed with the Vendor to acquire the Anglo Alliance Group from the Vendor on the basis that he would simultaneously agree, subject to Independent Shareholders' approval, to sell the Anglo Alliance Group to the Company at the same consideration. Further, the facilitation afforded by Mr. Ko, means that the acquisition of the Anglo Alliance Group can be completed with no immediate cash payment by the Group.