09:51 UNIVERSAL HOLD<00419>-Announcement&Resumption of Trading(14) "Anglo Alliance Group" : the group of companies comprising Anglo Alliance and its subsidiary and associated companies upon completion of the Deed "associates" : has the meaning ascribed thereto under the Listing Rules "Beijing Hua Yi Union" "*" (Beijing Hua Yi Union Cultural Media Investment Company Limited*), being an entity owned as to 50% by the Vendor and 50% by 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 "Company" : Universal Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the ordinary shares of which are listed on the main board of the Stock Exchange "Companies Law" : the Companies Law, Chapter 22 (Laws of 1961, as consolidated and revised) of the Cayman Islands "connected person(s)" : has the meaning ascribed thereto under the Listing Rules "Consideration Shares" : new Shares to be issued by the Company in settlement of part of the consideration payable under the UHL SP Agreement and the Deed "Convertible Note" : the loan note to be issued by the Company with an aggregate principal amount of HK$287,318,027 to settle part of the consideration under the UHL SP Agreement "Deed" : the deed dated 2 February 2005 for the conditional sale and purchase of the entire issued share capital of Anglo Alliance and assignment of shareholder's loan entered into between the Vendor, Orient Ventures, Mr. Ko and the Company "Directors" : the directors of the Company "EGM" : the extraordinary general meeting to be convened and held by the Company for seeking approvals from the Shareholders and the Independent Shareholders (as the case may be) for the various transactions contemplated under the UHL SP Agreement and the Whitewash Waiver "Executive" : the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director "Group" : the Company and its subsidiaries "Hao Ge" : "*" (Beijing Hao Ge Sheng Shi Film & TV Culture Co, Ltd.*), a company incorporated in the PRC (as at the date of this announcement) and will be reorganised into a sino foreign joint venture "Independent : Shareholders, other than Mr. Ko and his associates and concert parties, who Shareholders" are not involved or interested in the transactions contemplated under the Deed and the UHL SP Agreement "Investment Agreement" : the agreement entered into on 16 December 2004 by the Media Company with third parties, who are independent of the Company and any of its connected persons, and the Vendor and his associates and are not concert parties of Mr. Ko, in respect of the proposed investment in JiCheng (as amended by a supplemental agreement entered into on 1 February 2005) "JiCheng" : "*" (Beijing BeiGuang Media JiCheng Television Co., Ltd.*), a company incorporated in the PRC "Listing Rules" : the Rules Governing the Listing of Securities on the Stock Exchange "Media Company" : "*" (Asian Union Film and Media*), a company incorporated in the PRC "Mobile Phone TV JV" : a joint venture proposed to be established in the PRC to engage in mobile phone television business "Mr. Ko" : Mr. Ko Chun Shun, Johnson, being the Chairman of the board of Directors and the controlling Shareholder, who together with his concert parties holds a total of approximately 31.12% direct and indirect interests in the Company "Orient Ventures" : Orient Ventures Limited, a company wholly-owned by Mr. Ko